


The Red Queen Chronicles: The Surprise

by MarvelMaster616



Category: Captain Marvel (Marvel Comics), Ms. Marvel (Comics), Spider-Man - All Media Types
Genre: F/M
Language: English
Status: Completed
Published: 2017-08-18
Updated: 2017-08-18
Packaged: 2018-12-16 21:45:17
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 22,397
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/11837655
Author URL: https://archiveofourown.org/users/MarvelMaster616/pseuds/MarvelMaster616
Summary: Sequel to "The New Red Queen." It's Carol Danvers' birthday and she's not in the mood to celebrate. However, that doesn't stop her friends and fellow heroes from throwing her the surprise party of a lifetime. It's her first birthday as Captain Marvel and, with help from a certain Friendly Neighborhood Spider-Man, she finds a way to make it special and sexy.





	The Red Queen Chronicles: The Surprise

** The Red Queen Chronicles  
The Surprise **

* * *

**AN: This story is based off my ongoing “The New Red Queen” series. Mary Jane Watson is still the Red Queen and acting manager of the Hellfire Club. Emma Frost is the White Queen, Jean Grey is the Black Queen, and Cyclops is the Black King. It also takes place after my previous tie-in “The Red Queen Chronicles: The Alien.” This story will primarily involve Carol “Captain Marvel” Danvers. In terms of setup, she just took on the mantle of Captain Marvel and there has been no Civil War II or anything of the sort.**

_‘These mean character thoughts.’_

**Disclaimer: I don’t own Spider-Man, Mary Jane, Carol Danvers, Captain Marvel, SHIELD, the Avengers, the X-men, or Marvel and I am making no money off this. They are the property of Stan Lee, Marvel, and Disney. Please don’t sue.**

**This fic contains graphic sexual content. If that offends you at all, please don’t read this story. As always, I urge everyone to review this story and provide suggestions for other spin-offs. Send me your feedback via email at** [ **MarvelMaster616@hotmail.com** ](mailto:MarvelMaster616@hotmail.com) **or post a review on the website. Thank you and enjoy!**

* * *

**SHIELD Hellicarrier – Main Deck**

“Look alive or be dead, people! We’re deploying in two minutes! This is a priority alpha alert and that means all your asses need to be in overdrive!”

Those words could’ve gotten every god in Asgard off their throne in a heartbeat. They carried with them the kind of force that rivaled Thor’s hammer and the Hulk’s fist. They came from Maria Hill, the deputy director of SHIELD who commanded armies with the same ease that most people had with their cell phones. Hers was the kind of authority that soldiers, Avengers, demigods, and heroes of all kinds respected. Carol Danvers was just one of many.

“A priority alpha alert _this_ late in the day,” she said to Jessica Drew, her best friend and fellow Avengers, “just when I thought I’d be able to catch up on my DVR.”

“Translation, you were going to re-watch Empire Strikes Back and fall asleep on your couch again,” retorted Jessica, who followed her through the hectic corridors of the Hellicarrier.

“Hey, that counts a three-day weekend and a trip to Cabo for some people,” quipped Carol with a shrug.

“You _seriously_ need to find a better way of blowing off steam, Carol.”

“Trust me, Jess. That’s as healthy as it gets for me.”

Carol, now bearing the title of Captain Marvel – a title she’d recently adopted, officially retiring Ms. Marvel in the process – said those words with more confidence than she actually had. If she and Jessica, who wore her typical Spider-Woman uniform, weren’t racing to the main deck of the Hellicarrier along with several dozen SHIELD attack units, she’d have picked up on that. She’d have also called her out on it.

That almost made responding to an alpha alert easier because she could never win an argument with Jessica. She knew her too well. She also had a knack for calling her out on problems she’d refused to confront.

Being an Avenger, an accomplished hero, and a top-tier pilot from the Air Force, Carol wasn’t used to dealing with personal issues. They just seemed so much smaller and insignificant when compared to the threats she regularly faced, both as Ms. Marvel in the past and Captain Marvel in the present. There were Skrull agents, Kree incursions, gamma-powered monsters, renegade mutants, and whatever trouble Tony Stark had inadvertently created with his latest venture. The world needed Carol Danvers, the hero known to the masses as Captain Marvel…not Carol Danvers, the recovering alcoholic and functional workaholic.

At least, that was her working assumption of since she quit drinking. Sometimes, she had to remind herself of that and those reminders could be pretty harsh. Luckily – or unluckily, depending on how she looked at it – there was always a crisis for her to deal with. One day, it was a Skrull invasion. The next, it was a Hydra attack. Maybe AIM or the Serpent Society squeezed in a plot in between. Whatever the case or the enemy, Carol had something to attack that made her forget about her problems.

_‘There are worse ways to cope with your problems, Carol…but there are MUCH better ways too.’_

Jessica told her that at least once a week. She’d been telling her that since she quit drinking. She was one of the few people in the universe who worried about Carol Danvers, the person, and not Carol Danvers, the superhero. She could only ignore those worries for so long. To date, though, she’d managed to function. Whether or not she could continue to do so _and_ avoid her best friend’s critical eye remained to be seen. Even with all the Kree DNA in the universe, she might not have the strength.

“Let’s go! Let’s go!” Maria Hill barked from the top deck of the carrier. “The take-off order was given five minutes ago. General Fury is already on-site. That means we all need to be there _ten_ minutes ago!”

“She just loves demanding the impossible, doesn’t she?” Carol commented as she and Jessica burst out onto the deck.

“And you just love rising to the challenge, don’t you?” she retorted with a half-grin.

“Are you going to tell me _that’s_ not healthy either?”

“At the risk of Maria chewing my head off, let’s not and say we did.”

That was just fine with Carol. It spared her another argument that she could not win. She’d much rather focus her energy on attacking whatever threat that SHIELD deemed so serious. For Maria Hill to be so urgent, it must have been on par with Thanos arriving on the back of Fing Fang Foom.

Together, she followed Jessica towards the bow of the deck where each SHIELD operative grabbed a weapon and a special jet pack. Maria was already wearing hers and Jessica grabbed the first one within reaching distance. Carol was already in the air, ready to fly out at supersonic speeds to wherever the threat was.

“Talk to me, Hill. What are we dealing with here?” asked Carol as Jessica strapped on her jet pack.

“Something urgent,” she replied. “That’s all you need to know, Danvers.”

“I don’t like doing things blindfolded, unless I’m showing off. If it’s _that_ bad, I need to know so I can prepare my fists accordingly.”

“There’s no time!” she exclaimed. “You’ll find out when we get there.”

“Is it Hydra? Thanos? Santa Claus? Come on, Maria! Share a little intel with your big guns.”

The deputy director of SHIELD didn’t even look her direction as she activated her jet-pack and took to the air, along with Jessica and the rest of the SHIELD agents. Without so much as a clue, she accelerated into the crisp evening air over Manhattan.

“Stay on my six,” Maria ordered. “The coordinates are in the jet packs. The site is the top floor of the old Roxxon building downtown.”

“Roxxon?” Carol questioned. “The Avengers kicked those assholes out of the state months ago. Didn’t their CEO end up in a prison cell in Asgard?”

“Less questions, more flying,” she barked. “Now follow me and be ready. We need to move fast!”

Carol had all sorts of questions. Anything involving Roxxon usually got messy. That would happen to any company that made deals with the likes of AIM, Hydra, and Malaketh the Accursed. She remembered fighting alongside the Avengers when they took them down before they could team up with the Dark Elves and invade every country with an oil well. She even recalled something about leaked intel that gave the Avengers the edge they needed to stop them.

Roxxon was both resourceful and devious, but even they shouldn’t have been able to recover so quickly. It didn’t make sense, but Carol figured bad guys always found a way. It was one of the most frustrating parts of being a superhero.

Oddly enough, though, she needed that frustration. She needed something to fight, if only to keep herself busy. No matter what the mission entailed, Carol knew what to expect. She would have to solve a problem through brute force and for the moment, those were the only kinds of problems she could solve.

_‘Hill is definitely in one of her moods…relatively speaking. Oh well, I’ve seen worse. If it’s really that bad, Captain Marvel knows how to handle herself. Hell, at this point in my superhero career, nothing can surprise me!’_

* * *

**Former Roxxon HQ – Five Minutes Later**

“SURPRISE!”

“Oh…my…God!” gasped an overwhelmed Carol Danvers. “You…assholes!”

“Happy Birthday, Carol,” said a far less surprised Jessica Drew. “Welcome to your surprise party.”

“Your welcome,” said a smug and satisfied Maria Hill.

Carol Danvers stood frozen in place, paralyzed with shock for the best possible reasons. She stood in the middle of what she’d thought was the front line for another Roxxon plot. She and Jessica followed Maria Hill to the building Roxxon had once used. On the outside, it looked mostly vacant, the logo having been stripped from the façade. She’d still assumed that there was something amiss. Why else would Maria Hill demand that she fly in through skylight entrance and storm the main office?

She’d followed that order without question, leaving Jessica and Hill to lead the other agents up through the building from the long way. As soon as she flew through the glass and landed in the center of the darkened room, she energized herself and prepared to fight whatever horror Roxxon had conjured.

Instead, she now found herself surrounded by friends, family, and fellow Avengers in an elaborate setup that rivaled anything Hydra, AIM, or the Skrulls could manage.

_‘Okay, I stand corrected. I CAN still be surprised.’_

Eventually, the shock turned to amazement. Carol gave her friends the widest smile she’d managed in a long time and laughed uncontrollably.

“You guys…I hate every one of you _so_ much right now,” she said while laughing hysterically.

“Oh you love us and you know it,” said a smug and bemused Tony Stark.

“You know I don’t care for birthdays…especially my _own_! I vow to exact a terrible vengeance on every goddamn one of you!” she said, unable to stop smiling.

“Good luck with that,” said Nick Fury, who stood next to Tony Stark. “Until then, come on in and enjoy your goddamn party. That’s an order!”

Carol kept laughing and smiling like a kid on Christmas as she hugged everyone within reaching distance. That included Jessica, Maria Hill, and even a few random SHIELD agents who could not escape her joy. She was pretty sure she fractured a few of their ribs, but they didn’t seem to mind. The act of surprising Captain Marvel was just _that_ satisfying.

She thought she’d done enough to hide the fact that it was her birthday. Most knew that she didn’t make a big deal of them. She’d even gone out of her way to avoid them. It had been a long time since she’d ever celebrated hers. Carol didn’t even realize how much she needed to until a few seconds ago.

“I can’t believe we pulled this off, General,” Captain America said as he and the other Avengers gathered around her.

“Coming from you, Captain, that’s saying something!” laughed Hawkeye. “Hell, you fought the Nazis!”

“Fighting Nazis is easy. Surprising Carol Danvers on her birthday is a special kind of challenge.”

“One that’s worth doing though,,” added Fury.

“Well, it beats the hell out of fighting Roxxon again,” said Colonel James “War Machine” Rhodes.

“Aye, verily!” said Thor, who already had a mug of beer in hand.

One-by-one, everyone took turns hugging Carol and basking in the accomplishment of having surprised her on her birthday. Most of her friends from SHIELD and the Avengers were there. That included Iron Man, Thor, Captain America, Falcon, Black Panther, Vision, Scarlet Witch, Ant Man, Wasp, She-Hulk, Hawkeye, and Black Widow. She also saw Agent Coulson, Agent Roz Solomon, Sharon Carter, Leo Fitz, and Jemma Simmons within the crowd.

There were even a few other heroes from teams she didn’t usually work with, but still recognized. That included Luke Cage, Jessica Jones, Iron Fist, Dr. Strange, and Spider-Man. She also saw Thing and Human Torch from the Fantastic Four. Some of the X-men were also among the crowd. She recognized Wolverine, Cyclops, Jean Grey, Emma Frost, Nightcrawler, Colossus, Storm, Kitty Pryde, and Charles Xavier. She didn’t see Rogue among them, which was probably for the best, given their history.

There were probably others that she couldn’t see in the cheering crowd. She would have to find a way to hug and thank every one of them. For the moment, Carol forgot why she didn’t like birthdays and just appreciated the sentiment.

“You guys really went the extra mile here,” said Carol as she hugged Nick Fury and Tony Stark. “You turned an evil hideout into the site of a birthday party? Who _does_ that?”

“The kind of people with lots of money, limited time, and too many yes men on payroll,” Iron Man answered with his usual coy grin.

“Besides, it’s not like anyone was using this place,” said Fury. “It takes a long time to get the stench out of assholes like Roxxon out of a building.”

“So we’re stinking it up with friendship, fun, and birthday parties!” said Wasp, who shoved everyone aside so she could hug her.

“Short of razing it to the ground, I can’t think of a better way to repurpose an evil lair,” said Carol.

“Ha! Let’s remember that if we ever take over Castle Doom,” said Thing.

“Until then, let’s set a precedent here,” said Maria Hill, still carrying herself like a commanding officer. “To make this party great, we pulled out all the stops. That means hiring the best damn party planner that SHIELD has ever known.”

“SHIELD has a party planner?” said Carol with a raised eyebrow.

“We have an android, a sorcerer, and an Asgardian on our team,” she pointed out. “Is it really so difficult to believe we don’t also have someone who can throw a damn good party?”

“I’ll…plead the fifth on that one.”

“Then quit overthinking this and let our associate, Mary Jane Watson, do the rest.”

Another cheer erupted from the crowd of friends, family, and fellow heroes. Some, namely the men, started hooting like drunks at a football game as they stepped aside to reveal the extent of the party. Once again, Carol was overwhelmed with the best kind of shock.

“You guys…I’ve never loved _and_ hated anyone so much before,” she said with another beaming grin.

“You’re welcome, Ms. Danvers,” said a voluptuous redhead in a low-cut, overly-revealing red dress. “Thanks to the love, dedication, and money your fellow heroes have offered, I’m here to give you the best birthday party you’ve ever had…courtesy of the Hellfire Club!”

Carol’s jaw hung open in amazement for a brief moment. She’d heard about the Hellfire Club. She’d also heard the name, Mary Jane Watson, a few times. Apparently, she was the face of a new, not-so-evil Hellfire Club. There were even rumors that she’d helped SHIELD in a big way in the fight against Roxxon, Hydra, and AIM. Those rumors didn’t do justice to how well she threw a party.

What had once been the penthouse office of an evil corporation that made every tobacco companies look tame was now a full-blown club. The furniture, desks, and assorted traps associated with evil companies had been replaced with a bar, a buffet table, a series of tables, a couple booths, a stereo system, and several mini-stages in strategically placed in the center of the room. It looked like the kind of club that required a limousine, a mini-skirt, and a Stark Industries corporate card to get into.

In addition to the features, Mary Jane had bought her Hellfire Club staff as well. Standing around the area were those masked male guards, each bearing uniforms not unlike those she’d seen at male strip clubs – not that she’d been to one in a while, but she hadn’t totally forgotten some of _her_ exploits with Jessica in their youthful days. Given how limited her personal life had been lately, Carol definitely appreciated the sight.

_‘Damn! Just when I’d almost forgotten that I’m a healthy, heterosexual woman.’_

Her grin widened at that thought. There were also a number of female waitresses, each bearing lingerie befitting of Tony Stark’s ex-girlfriends. They didn’t wear masks and they clearly weren’t mindless, but they each had trays of drinks and a glowing grin to let everyone know they were there to serve them…probably in ways that went beyond the party. Why else would her male teammates be so eager to fund a party?

As she took in the spectacle, Cyclops, Jean Grey, and Wolverine of the X-men walked up to her. Along the way, Jean retrieved a series of glasses from one of the waitresses and guided it to their hands. Then, in a show of uncanny telekinetic mastery, she guided more glasses to everyone else in the crowd. Carol, still dumbstruck by everything, instinctively grasped hers.

“Take it from us, Carol. There’s a time and a place to save the world,” said Cyclops. “Whenever you get a chance, you need to make time for the nicer things in life.”

“And trust me…a party with the Hellfire Club can get pretty damn nice!” said Wolverine with that dirty grin of his.

“This is _your_ night, Carol,” said Jean, putting her arm around her and raising her glass. “We’re just here to share it with you. So as the acting Black Queen of the Hellfire Club, I raise a glass to you and say Happy Birthday, Carol Danvers! May another year of Captain Marvel be full of friends, heroics, and dead Chitari!”

“Here, here!” everyone yelled out with raised glasses.

It was another overwhelming moment on top of many. Looking around, Carol watched as her friends and fellow heroes raised their glasses and toasted her. If she weren’t so pissed off at them surprising her like this, she would’ve started crying. Instead, she just laughed joyously and raised her glass as well.

“There are _so_ many things I wanna say now,” she said as she stared at her glass. “None of them are gonna come out right so I’ll just shut up.”

“You don’t have to say anything, Carol. We know,” said Jessica, who snuck up behind her to hug her again.

“Well if you want, I can forcibly share your thoughts with others if that’ll help,” said Emma Frost, sounding both coy and snide.

“You damn well better not,” Carol retorted.

“Then shut up and drink. Don’t worry. It’s ginger ale. No alcohol,” Jessica assured her.

“Just when I was convinced you were plotting against me,” she teased.

“Take it from a master spy, Carol. Don’t let your guard down too much,” warned Black Widow. “The night is young.”

“That a warning, Natasha?” asked Hawkeye.

“It is exactly as I said,” she replied before taking her first drink.

Following the lead of her friends, allies, and fellow heroes, Carol raised her glass as well before taking a big gulp of her non-alcoholic drink. She figured most everyone else had something extra mixed in with their drink. At one point in her life, that would’ve gotten to her. She’d come a long way since then and, even if she didn’t care for birthdays, it was worth celebrating.

After everyone finished taking a drink, Mary Jane Watson stepped up onto one of the main stages again. A spotlight that somehow got installed since the Avengers’ last battle with Roxxon focused on her.

“Alright ladies, gentlemen, mutants, and androids,” she said into a microphone. “The guest of honor is here. The surprise part is over. The services and resources of the Hellfire Club are at your disposal. Let the birthday party for Captain Marvel begin!”

Then, in a gesture that proved she was used to being on stage in a revealing dress, Mary Jane signaled to the DJ booth, which happened to be where Roxxon’s now-imprisoned CEO once sat. Almost immediately, a familiar figure emerged from behind, armed with headphones and an outfit almost as revealing as Mary Jane’s.

“Dazzler, you know what to do,” she said.

“Been a long time since I worked a birthday party,” said Dazzler, cracking her knuckles in anticipation, “but I’ll gladly make an exception!”

With the push of a button and the flip of a switch, music began blaring from the speakers. In another testament to just how much they’d prepared for all this, it happened to be the opening theme to Star Wars, Carol’s favorite movie. Dazzler, being the performer that she was, threw a little something extra into the mix and used her powers to create a dazzling light show.

It didn’t just fill the room with a spectacle amazing enough to astonish Avengers and X-men alike. It made clear that tonight would be a party worth remembering. Carol, who hadn’t stopped grinning, turned to Jessica and then to the rest of her friends.

“I’m usually one for parties either,” she said, “but hell…I’ll make an exception too!”

“That’s the spirit!” said Jessica. “Trust me, Carol…a party with the Hellfire Club is one you won’t forget.”

“In a good way, right?” she asked.

“You want me to tell you? Or would you rather find out for yourself?”

There was a distinct undertone to her voice, one that showed even through the blaring music. Jessica didn’t use it often. She was always so serious and stern, as was often required for a competent SHIELD agent. She must have had another agenda. Carol knew her too well to ignore the signs.

Whatever it was, the former Air Force pilot was willing to go along with it. She’d been working so hard to fight her battles, stay on guard, and live up to her new title as Captain Marvel. Tonight, though, she was just going to be Carol Danvers…a woman celebrating her birthday with friends, family, and fellow superheroes. Given all the crazy circumstances of her life, it was probably the healthiest thing she could’ve done.

“Nah! I’ll stick to the hard way. It just wouldn’t be my style if I didn’t,” Carol said.

“Famous last words, Captain,” Black Panther commented.

“Then, let’s make damn sure it’s worth it!”

* * *

**Later**

_‘What the hell have I gotten myself into? It seems I ask myself that question at least once a week. No matter what I call myself – Ms. Marvel, Warbird, Binary, or Captain Marvel – I always end up in situations that are so much bigger than me. For once, though, I’m not in that situation. I’m not fighting Thanos, Hydra, or the Skrull Empire. I know I can handle those. Just being Carol Danvers, though…a woman celebrating her birthday…I’m not so sure.’_

By every objective measure, Carol’s surprise birthday party was a success. Not since their last battle against the Wrecking Crew had an operation gone so well. There were no unexpected complications. There were no sneak attacks by Hydra. There weren’t even any undercover Skrull agents. Carol wasn’t used to something going so well and neither were some of her fellow heroes. That didn’t stop them from enjoying themselves, though.

Once the music started playing, the festivities became less formal. Everyone sort of just broke off and began celebrating in their own way. Most went to the bar to get drinks. Others gathered at the buffet table. Some just went right for the main stages and began dancing with varying degrees of skill. Kitty Pryde, Hawkeye, the Human Torch, Storm, and Wasp got things going. It only got more chaotic from there and not just because Johnny Storm _grossly_ overestimated his dance skills.

“Johnny, I’d say you’re having a seizure, but I don’t want to get my hopes up,” commented Hawkeye.

“Just give me a few beers and some patience. You’ll take back those words!” Johnny replied.

“Yeah right! I’ll believe that when Mole Man takes a shower,” laughed Thing.

Dancing aptitude aside, Carol got into the spirit. She got more ginger ale and grabbed some food. Apparently, the Hellfire Club spent just as much on quality food as it did on skimpy lingerie. They got some of the best chefs in Manhattan to cater the party, including someone from her favorite Mexican restaurant back home. How Mary Jane Watson managed to pull that off without superpowers was beyond Carol.

Then again, Mary Jane had quite the reputation among superhero circles. The running joke was that she wielded her ass as well as Thor wielded his hammer. Those were Tony Stark’s words and not hers. Based on the way she carried herself, Carol could easily see how she’d put something like this together.

“My word, Ms. Watson! This calamari is marvelous!” Dr. Strange had told her as he dined on a plate full of appetizers. “How on this Earthly plane did you get Kirby’s Famous Seafood to send it? All the power of the Vishanti could not get me a table at that place.”

“What can I say? I know how to work my magic,” Mary Jane replied in an overtly sexual tone.

“Well, as the Sorcerer Supreme, I can safely say that Dormammu himself would respect such _magic_.”

The Red Queen of the Hellfire Club gave similar answers to anyone who asked how she’d put together such an amazing party and out of a Roxxon building, no less. She was often coy with her remarks, but never devious. She was just a woman who knew how to use her talents to get stuff done. Given Carol’s own experiences, she couldn’t help but respect that.

Even so, that didn’t stop some from admiring her _talents_ in different ways. Naturally, a lot of that admiration came from the men. The fact that her low-cut dress also showed off her ample breasts made sure of that.

“Damn…that Mary Jane Watson looks great in undersized dresses,” Ant Man commented, “and coming from me, that’s saying something.”

“Normally, I’d bust your balls for making an observation like that, Scott,” replied Wasp, “but in this case…yeah, that’s not an argument I can win.”

“Trust me, Jan. By Hellfire Club standards, she’s _overdressed_ ,” Tony commented, who’d swapped his armor out for an Armani suit.

“Oh how would _you_ know?” Wasp chided.

“Come on, Jan. You’d be shocked if I _didn’t_ know.”

That earned Tony a bemused glare, but he just kept flashing that Stark charm. It wasn’t much of a secret, him being fond of beautiful women and strip clubs. If Carol were a betting woman, she’d wager that he’d probably seen Mary Jane naked at some point in some private setting. She anyone was stupid enough to take her up on that bet so she shrugged it off.

Whatever she was or wasn’t wearing, Mary Jane made sure the party moved along. She guided the staff, personnel, and festivities with an efficiency that even Maria Hill had to respect. She knew that because after a few cocktails, the usually-terse SHIELD director dared to enjoy herself. It might have been the first time Carol had seen her or Nick Fury in a casual, non-heroic setting.

“Maybe I should start wearing dresses like that,” she’d said after her second cocktail. “I bet nobody would undermine my authority if they were _that_ eager to look at my ass.”

“Ma’am, nobody undermines your authority now,” Agent Coulson pointed out, who opted to stay more sober. “They’d sooner poke the Hulk in the eye.”

“I know, but still…how effective would SHIELD be if we weaponized my ass,” Maria said, actually posing a bit for Coulson.

“Hill, I _want_ to believe that’s a rhetorical question,” said General Fury, who couldn’t help but laugh, “but I’m never sure just how serious you are when you’re drinking.”

“For the record, I’d like to formally express my support for Hill’s idea,” said She-Hulk, who’d already had a dozen cocktails at that point.

“Why would _you_ support that, Jen?” asked Fury.

“Are you _kidding_? Can you imagine the look on the Red Skull’s face if he stormed the Hellcarrier and saw Maria Hill wearing a dress like that? His reaction alone would be worth the collateral damage!”

“I’m not usually in favor of collateral damage,” said Sharon Carter, “but to see that…”

Carol had to bite her tongue to stop herself from showing her support as well. She doubted Maria would even admit to having suggested that once she sobered up. It was stull fun though, seeing her and the overly-stern people she worked with lighten up a bit. It was refreshing. It reminded her that, as amazing as they were as heroes and peace-keepers, they were still human.

Once everyone got their share of the food, the dancing and drinking escalated. More and more ventured out onto the dance floor, usually with the aid of alcohol. Dazzler’s music skills kept spirits high and the mood energetic. That helped some. Others continued to struggle. At one point, the Scarlet Witch tried to get Vision to dance. It made for a somewhat hilarious moments that neither of them would live down.

“No! Vision…that’s _not_ how you do the robot,” said Wanda, who was laughing so hysterically that she could barely stand up straight.

“Why is that?” Vision asked incredulously as he attempted what he must have _thought_ counted as dancing. “I scoured the world wide web’s various collection of dance techniques. Being that I am an android, it seemed like a logical technique to adopt.”

“I know, but…you still have to move!” she told him.

“But I am an android. Wouldn’t that defeat the purpose?”

At that point, the Scarlet Witch was laughing too hard to respond. As advanced as Vision was, there were still plenty of human customs he struggled to understand. Dancing was one of them and it made for some entertaining conversations.

“You _better_ be recording every second of this, Stark,” said Falcon.

“Are you kidding? I’m streaming it directly to Stark Industries’ quantum servers!” said Tony, using his Iron Man helmet to record everything.

“Just make sure you record Quicksilver’s reaction too,” added Nightcrawler. “He’ll love zhis!”

“The YouTube hits alone will fund several new Helicarriers,” added Agent Simmons.

While Vision’s dance skills made for some comical interludes, it didn’t derail the party and Mary Jane Watson made sure of it. If there wasn’t enough dancing going on, she had some of the staff – including the masked male Hellfire guards and the scantily-dressed waitresses – join in to keep the mood flowing. They were clearly professionals, helping to mask those who couldn’t dance.

Carol, not being much of a dancer, was content to watch more than participate. She tried to do her part as the birthday girl, sharing the stage with Jessica, Maria, Iron Man at one point. She even managed to get a dance out of Captain America, albeit a hilariously limited one. That didn’t bother her though. She sensed they cut her some slack since it was her birthday. She still made clear that she didn’t want her dance skills documented.

“Tony, I swear if you recorded any second of me dancing…” she’d warned him.

“I know. I know,” he said, rolling his eyes. “You’ll make sure I wake up in the colon of Fing Fang Foom.”

“Only if I’m feeling merciful,” Carol told him.

They both laughed it off, but she was dead serious. Dancing, celebrating, and enjoying herself were all simple experiences that she’d been trying to relearn…experiences she hadn’t had time to explore since she took the mantle of Captain Marvel. Doing so without the aid of alcohol, her old destructive crutch, made it even harder. She still managed to keep smiling though, making a conscious effort to enjoy her party.

The subsequent alcohol consumption also kept things moving along, but made Carol’s efforts to enjoy herself more difficult. While Mary Jane made sure the bartenders always had non-alcoholic drinks ready for her at a moment’s notice, everyone else made good use of the open bar. That made for more than a few intoxicated individuals. The fact they had superpowers made it even harder to notice.

In a way, they were the lucky ones. The alcohol helped them relax and enjoy themselves more. That came as no surprise to an admitted alcoholic. Even Earth’s mightiest heroes let their guard down a little after they had a few drinks. She saw more laughing, socializing, and terrible dancing. Every now and then, they came up to her to wish her a happy birthday.

A drunk Hank McCoy, Black Panther, and Luke Cake proved to be quite a spectacle. There were just some conversations people could have under the influence of alcohol that they’d _never_ have while sober.

“By stars and garters, this whiskey is excellent!” said Beast, speaking in a slurred tone.

“It’s good. Wakandan rum is still superior,” Black Panther proclaimed.

“Man, you think _everything_ Wakandan is better,” Luke pointed out.

“I am merely stating objective fact.”

“Hardly!” Beast scoffed. “I bet I could even prove its excellence mathematically. Does anyone have a calculator?”

“You’re on, my furry friend!” Black Panther said.

Carol chose not to get in between that debate. In her experience, smart men and alcohol made for messy debates. She’d already learned that the hard way. She didn’t need a reminder.

Others were far less measured when it came to taking advantage of the open bar. Thor, being the boastful Viking he was at heart, led the proverbial charge, as he so often did. He somehow managed to smuggle in a barrel of Asgardian ale. How he’d managed to do that without Odin or Heimdall getting in his way was not a detail he shared. They were all probably better off not knowing.

However he got it, he put it to good use. He actually got behind the bar at one point, much to the chagrin of the attractive female bartender behind, and began pouring large mugs of ale. It wasn’t long before it turned into a miniature Asgardian kegger…and not the first one Carol had witnessed either.

“Time to truly prove thine worth!” Thor proclaimed. “No festivities are complete without a thorough tasting of fine drink and carnal flesh.”

“Is that an Asgardian proverb or something?” asked a bemuse Black Widow.

“Nay! Tis merely the wisdom that Thor hath gained from experience,” he said proudly. “If you doubt thine wisdom, just ask Lady Sif. She can attest to its _merits_.”

Some looked at the Asgardian prince strangely. It was hard to tell when he was boasting or just talking, since the two weren’t often mutually exclusive. Some, however, took it very seriously.

“If we’re talking merits here, then I’m game!” said She-Hulk as she pulled up a seat at the bar.

“Count me in too, bub,” said Wolverine, who did the same. “I don’t care what you call it. You want to compete over booze? Those are fighting words in my book!”

“Ha! You think your Midgardian frailties can compete with the son of Odin?” laughed Thor.

“Shut up and start pouring the booze, Goldilocks,” said She-Hulk. “Alcohol and gamma are a potent combination. Play your cards right and you’ll see why!”

That comment, and the seductive undertone behind it, raised a few eyebrows. Even Thor was taken aback.

“Um…Jen?” asked Falcon. “You want to rethink that last sentence?”

“I know what I said, damn it! Now serve the goddamn beer!” said She-Hulk with a force that would’ve put her temperamental cousin to shame.

“As you wish, my green maiden,” Thor replied. “I hope you know what you’re getting into.”

“Speak for yourself, pretty boy,” she quipped.

What followed after was a spectacle every bit as amazing as anything on stage. Thor began pouring mug after mug of Asgardian Ale. He, Wolverine, and She-Hulk began slamming them back. A few, like Colossus and Jessica Jones, tried to join in. They quickly learned just how strong that stuff was and left it to those with healing factors. Having known that strength herself, Carol couldn’t help but cringe somewhat as it turned into a contest.

“Drink! Drink! Drink! Drink! Drink!” cheered Avengers, X-men, and heroes of all kinds.

“Just out of curiosity, what happens when a Hulk gets drunk?” asked Kitty Pryde.

“Have you ever heard of something called the Green Oktoberfest Incident?” asked Agent Coulson.

“Um…I don’t think so.”

“Ask around. That should answer your question.”

“I was there,” said Black Panther. “Trust me…you’re better off not knowing, Ms. Pride.”

“I _still_ have nightmares about it,” Ant Man said with a shudder.

Carol knew exactly what incident they’d been referring too. She shuddered as well, albeit for different reasons. It didn’t stop her from watching the scene unfold. It was still entertaining, if only to see Thor’s reaction when She-Hulk let some of her drink spill right on her breasts. It got a reaction out of Thor, as well as some cheers from the crowd.

“What the hell does she think she’s doing?” laughed Captain America.

“She’s being strategic,” said Cyclops, “using misdirection and distraction to throw off her opponent.”

“With her tits?” said Luke Cage.

“Tactically, it’s brilliant. I challenge you to say otherwise, Luke.”

He didn’t even try. He just laughed, kept watching, and cheered his friends on. Carol got the sense everyone was rooting for She-Hulk now, if only to see Thor’s reaction to losing to her…as well as how serious she was about those sexual overtones she’d made. Carol couldn’t deny that she was curious too. However, at a certain point, watching other people celebrate chugging alcohol got to her.

She did her best to hide it. She kept putting on a smile and made sure she had a non-alcoholic drink in her hands at all times. She even tried eating a slice of her oversized birthday cake, which Invisible Woman made for her with Jarvis since she and Mr. Fantastic couldn’t be there. That kept her distracted for a while. At that point in the night, though, there was only so much she could do to avoid certain feelings…namely those that reminded her why she disliked birthdays in the first place.

“You okay there, Carol?” Jessica asked her, who stayed close when she wasn’t eying the male Hellfire guards. “You need some more ginger ale? A hug? Something to punch?”

“I’m fine, Jess,” Carol assured her. “Seriously, I’m great!”

“I believe that you’re fine. Great though? _That’s_ pushing it.”

“I swear I can manage. I’m an alcoholic. I’m not basket case…relatively speaking.”

“Well, if you need to step outside and get some air, no one would blame you. Hell, this might be the best time to do that. When else are we going to see She-Hulk and Thor get drunk?”

“Quit worrying about me, already! I’ll be okay. I promise. Quit babysitting me and focus on getting that Hellfire guard with the brownies to fuck you. I do _not_ want to stop my best friend from getting laid tonight.”

“I appreciate that,” she said coyly, “but trust me. I’m not the one who needs it more.”

“You referring to She-Hulk?” asked Carol. “I can’t imagine it’s easy for her to get some _action_.”

“No, Carol…I’m referring to you.”

Carol almost dropped her cake and shot her friend a confused glance. She was too late, though. Jessica had already turned her attention to one of the Hellfire guards. She even saw her talk to Mary Jane Watson about something. She couldn’t hear over the music, but the look on Jessica’s face gave it away. However worried she might have been about her, Jessica was having getting laid tonight. Carol wanted to be annoyed, but she found herself reacting differently.

_‘There are times when I think I don’t deserve a friend like Jessica. Then, there are times when she refuses to take things seriously. One moment, I want to smack her upside the head. The next, I want to hug her. I’m not sure which way I’m leaning tonight. Then again, I’m not sure of a lot of things these days.’_

While Jessica ran off to capitalize on the Hellfire Club’s _services_ , Carol tactfully stepped away from the frenzy at the bar. There was still plenty of drinking and cheering. She couldn’t tell who was winning, but she did see Wolverine tap out, having to be held up by Colossus and Captain America. She would’ve loved to see She-Hulk outdrink Thor and cheer with her friends, but she resisted the temptation. She found there were a lot of feelings she had to resist lately, more so than most recovering alcoholics.

She ended up wandering the dance floor with her glass of ginger ale, watching her friends from afar and even doing a little dancing. Tony, a fellow alcoholic, had already found a way to cope with the presence of a drinking contest. He’d gathered four of the scantily-dressed cocktail waitresses from the Hellfire Club and got them to dance for him. He looked both distracted and content, something Carol could only envy.

_‘Tony doesn’t realize how lucky he is. He’s got other vices to keep him busy and plenty of baggage to justify his reckless behavior. He’s Iron Man. There are certain expectations for him. Me…I’m Captain Marvel. I have to set a high bar and I have to exceed it. It’s not fair, but I’ve already accepted the responsibility…among other things.’_

When she looked away from Tony, Carol ended up staring at her drink…her safe, non-alcoholic drink that kept her from re-awakening old demons. Even though she regularly demonstrated immense strength as Captain Marvel, she’d never felt particularly strong when it came to her personal issues.

It was hard for most non-alcoholics to understand. Even other alcoholics struggled to grasp the concept. It wasn’t just about drinking uncontrollably and not being able to deal with her problems. It was why she drank and how she handled it that made her an alcoholic. Just because she’d stopped drinking and had tried to make amends didn’t resolve those issues.

That was hard enough for a typical alcoholic, if there was such a thing. To make matters worse, she had to deal with it while still being a full-time superhero. Taking on the mantel of Captain Marvel only raised the stakes. Everyone expected her to be greater. Everyone expected her to be the kind of hero that set the standard for others to follow. There _had_ to be others besides Captain America who could meet that standard.

Carol knew that before she’d even taken her new title. She’d committed herself to being that hero, meeting that standard and showing others that it could be done…even by a recovering alcoholic. On the surface, she’d made progress. Some might even claim she’d succeeded. At one point, the Daily Bugle – the same newspaper that regularly slammed heroes like Spider-man – hailed her as the iconic hero of a new generation. It was both an honor and a burden…one she wasn’t certain she could bear.

On a night when her friends and fellow heroes went out of her way for her, throwing her a surprise party and offering so much support, Carol had a chance to take in how far she’d come. She could take a step back, marvel at the life she’d built as a hero, and try to make sense of it all. Ironically, the hero part was the easiest to accept. It was everything else that seemed so overwhelming.

_‘Maybe I wasn’t ready for that kind of responsibility. Maybe I’m in over my head, but don’t know it. A birthday is supposed to mean that you’re a year older and a year wiser. Everyone says I’ve come so far, but why don’t I feel like it?’_

That question plagued her more than any Skrull invasion or Kree attack. It lingered in her, even as she tried to have a good time. She refused to let it dampen her spirits though. Jessica was right. She needed to blow off steam. She needed to step back and just be Carol for a while.

_‘Well, I’m sure as hell not going to figure that out tonight. I might as well have a good time and appreciate my friends still give a damn. I just wish there was some way to know whether I’m doing enough…that I’m truly ready to be Captain Marvel.’_

* * *

**Much Later**

At some point in every party, there came a point where people started disappearing and nobody worried because they know they had a damn good reason. Carol had never been much of a party person, but she had enough experience to recognize that moment when it happened…mostly because that was when she’d black out from her drinking. It was somewhat jarring to still be sober at that part of a party, but it had its perks.

_‘Wow. She-Hulk outdrank Thor. Vision failed at dancing. Tony Stark organized yet another threesome with a bunch of cocktail waitresses. Maria Hill may or may not have tried to hook up with Dr. Strange. Storm and Black Panther disappeared for a good thirty minutes. I’m also pretty sure Falcon proposed to Dazzler after she played his favorite song…after three shots of tequila, that is. I guess there are some benefits to staying sober at a party. There’s no way I’ll let them live this down anytime soon.’_

It was actually nice to have a sober, coherent recollection of her birthday. Seeing her friends and fellow heroes have fun, relax, and even make fools of themselves made for a memorable party. Once things started winding down, though, reality caught up to the spectacle.

Some passed out drunk. Thing had to call the Fantasticar to get an unconscious/drunk Johnny, Colossus, Nightcrawler, and Kitty Pryde home. Some disappeared into whatever bathrooms or bedrooms were vacant in the building. That included She-Hulk, Thor, Iron Man, Wolverine, Black Widow, Hawkeye, Storm, Black Panther, Dazzler, Falcon, and Maria Hill. Carol didn’t dare speculate what they did behind those closed doors or who hooked up with who. She had a pretty good idea, though. The distinct echoes of thunder and lightning outside – on a cloudless night, no less – gave _that_ away.

Some still got more action than others. At some point, Jessica disappeared as well. The last time Carol saw her, she had two masked Hellfire guards on each arm and she was leading them towards the elevators across the room. She remembered hearing Mary Jane whisper something into her ear. It must have been something _really_ appealing because her face lit up like a kid on Christmas. She was almost tempted to ask about it, but Carol had learned on multiple occasions to _not_ get involved in her friend’s sex life. Very little good had ever come of it.

_‘She’s going to have some stories to tell tomorrow morning and she’ll want to share every detail. God help me.’_

Carol was content to keep her distance and her dignity, letting her friends and fellow heroes tap out of the party on their own accord. It was past midnight and some were running on empty. She hadn’t yet decided how the night would end for her, but she made sure to see it through, if only because Jessica might need help at some point.

Eventually, the music stopped playing and the activity settled. The male Hellfire guards and the scantily-dressed cocktail waitresses kept serving deserts and drinks. A few lounged around at the tables and booths, keeping an eye on things. Some parts of the area got trashed, especially during She-Hulk and Thor’s drinking contest. Then again, it was _hardly_ the most destructive event that had occurred at a Roxxon building. Most just needed a thorough cleaning and a _lot_ of bleach.

As the party wound down, only a handful of other people remained present and semi-sober. That included Spider-Man, Mary Jane Watson, Charles Xavier, Emma Frost, Captain America, Falcon, Dazzler, Luke Cage, Nick Fury, Agent Coulson, Cyclops, and Jean Grey. Some, like Captain America and Nick Fury, just had the kind of biology and discipline to avoid getting too drunk. The others had just been more restrained, for the most part.

Jessica Jones was with them too, but she wasn’t _that_ sober. Either her tolerance was just that high or Luke convinced her to avoid getting too drunk. Either case was an astonishing act of heroism, in and of itself. Everyone else managed to limit their alcohol intake to have coherent memories of the party. That way, she wouldn’t be the only one to recall the antics of such a memorable night.

_‘Every great party needs sober witnesses. I’m just not used to being one of them.’_

Carol ended up sitting with some of them at the both next to what remained of her birthday cake. At the table, she had Spider-Man, Mary Jane, Emma Frost, Jean Grey, and Jessica Jones with her. Cyclops, Luke, and Cap ended up sharing one more beer near one of the stages in the center of the room. Nick Fury and Agent Coulson were a bit more formal, lounging around at what remained of the bar and chatting amongst themselves, most likely discussing the ramifications of dealing with a hung-over Maria Hill. Carol preferred to not be part of _that_ conversation.

Falcon was still flirting with Dazzler. With the way she’d been blushing the past half-hour, she figured he had a 50/50 shot of ending up in bed with her. Carol just watched and laughed to herself. She could only imagine the kinds of stories they’d tell when all was said and done.

“What say you, Professor? Is Falcon saying the right things and thinking the right thoughts for Dazzler?” Carol asked.

“That’s not for me to say,” said Xavier. “As a general principle, I avoid reading others’ thoughts without permission.”

“Let me ask that another way. Do you really _need_ to read their thoughts to sense how their night will pan out?”

Xavier just laughed and shook his head. Even if he had the most powerful mind in the world, he wasn’t above some lurid observations.

“I’ll just say doing so would be redundant and leave it at that,” he told her.

“Ha! Oh Charles, do you really need to be _that_ subtle?” scoffed Emma Frost, who was sitting next to the Professor. “Dazzler is screaming at the top of her brain that she’s getting laid tonight! If Falcon knew what she was thinking right now, his pants would explode.”

“Emma, you do know that they probably heard that, right?” Xavier pointed out.

“Well, someone had to say it. They were taking too damn long. Their genitals will thank me in the morning.”

Now, everyone at the table glared at Emma awkwardly, but she could care less. She just took another sip of her wine – her third glass of the past hour, by Carol’s count – and sat with that smug satisfaction that made her the White Queen. At first, Carol wanted to scold her for her crude remarks. Then, she saw how Falcon and Dazzler reacted and that also became redundant.

At first, they just paused in mid-conversation. They gazed over towards Emma with a strange look. A few tense seconds went by before they turned back towards each other. Then, as if to skip a few steps, Dazzler just shrugged and latched onto his arm.

“Well, since you know what I’m thinking,” said Dazzler, “why don’t we take this to that fancy executive office across the hall? You know…the one with the fold-out couch?”

“Um…I’m too mortified to respond tactfully right now, I’m just going to shut up and follow you,” said Falcon.

Like a couple of horny prom dates, those two couldn’t slip out fast enough. Carol was no telepath, but she could tell by the look on Falcon’s face that he was thinking some pretty lurid thoughts as well.

It gave Emma even more reason to be smug, as though she needed more. She still got a bemused look from Charles Xavier. That did little to faze the former White Queen, though. Carol got the impression that it wasn’t the first time Emma had been so _crude_ with her psychic observations. While Xavier might not have approved, Mary Jane Watson was less surprised.

“You just love helping people get laid, don’t you?” the Red Queen remarked, holding a half-empty glass of wine.

“Some heroes make the world a better place by fighting Hydra and destroying Sentinels. Others do so by helping them indulge in various vices,” Emma said with a shrug.

“I take it you think they’re equally heroic,” commented Spider-Man, who was sitting next to Mary Jane.

“I’d say it’s _debatable_ ,” said Mary Jane. “I mean…I imagine most people would be equally grateful.”

“Seriously? You’re going to make the case that getting people laid is equally heroic?”

“I think Emma makes a strong case,” she teased.

They laughed, although Carol got the impression they were at least somewhat serious. They then turned towards Emma Frost for input. However, she’d since stopped paying attention.

“What? Were you expecting me to say something?” said the White Queen. “Sorry, but I wasn’t paying attention. I’m too busy plotting on how I’ll get Captain America to plant his flag in my pussy tonight.”

Carol almost spit out her ginger ale when she heard that. Spider-Man actually coughed on whatever he’d been drinking. Even by Emma Frost’s standards, that was pretty graphic.

“That’s…oddly ambitious,” said Spider-Man, having made a mess of his mask and uniform.

“What can I say? I’m feeling extra _patriotic_ ,” she said as she gulped down the rest of her wine.

“I’m sure you are,” said Mary Jane, rolling her eyes.

Without getting even more specific with her plot, her gaze narrowed on Captain America and she got up from the booth. Carol, even with the strength of the Kree in her DNA, doubted she could stop her. She had that glint in her eyes that she had only ever seen in the Hulk. She briefly contemplated warning Cap, but figured if he could handle the Nazi army, he could handle Emma Frost.

“Emma, I would ask you to avoid doing anything that would undermine the X-men’s relations with the Avengers,” Xavier advised, even after Emma had tuned him out.

“She’ll be fine, Professor,” assured Mary Jane, “and so will he. If anything, she’ll improve relations between your teams. Emma can be a great _mediator_ , so to speak.”

“Mediator…yeah,” laughed Spider-Man as he tried to take another drink.

“Speaking from experience, Spider-Man?” Carol remarked.

He ended up spitting out his drink again. That was supposed to be another off-hand remark. The fact it got _that_ kind of reaction hinted at a lot more.

“Uh…why do you ask?” he stammered.

“I wasn’t,” said Carol with a raised eyebrow. “Not seriously, anyways.”

“Oh, uh…I knew that.”

“Yeah…sure, you did.”

Carol cast Spider-Man a curious glare. She also noticed Xavier still watching anxiously as Emma approached Captain America, interrupting the conversation he’d been having with Luke Cage and Cyclops. She couldn’t hear what they were saying, but that determined look in the White Queen’s eyes never waned. Nothing short of an enraged Hulk would keep her from getting Cap into her bed. Carol wasn’t sure if she should worry about Cap or envy him.

Xavier still seemed worried, Emma having long since tuned him out. It wasn’t easy tuning out the world’s most powerful telepath. Carol’s had learned that on more than one occasion through her experience with the X-men. He looked inclined to interrupt. Then, Mary Jane Watson got up and sat down next to him.

“She’ll be fine, Professor,” Mary Jane assured him, “so will the X-men _and_ the Avengers.”

“I hope you’re right, Ms. Watson,” said Xavier with a concerned sigh.

“I know I am. Emma’s a big girl and Cap is an honorable man. If anyone knows how to indulge _responsibly_ , it’s them,” she said.

“I’d like to take your word for it, but I’m still adjusting to many of the Hellfire Club’s new policies,” he said.

“You’re not the only one. Believe me, I know the club’s history. It still has a long way to go being a trusted ally…relatively speaking.”

“Well, you’ve certainly done a lot to reform this once-nefarious organization,” he told her. “I hope you continue to make progress. Just don’t get too discouraged if that progress is slower than you prefer.”

“I appreciate the sentiment, Professor,” said Mary Jane, “but I think I’ve done better than you give me credit for.”

“How do you figure?” the powerful telepath asked curiously.

“Allow me to demonstrate,” she said with a curt grin.

There was that undertone of hers again. Carol had noticed over the course of the party that Mary Jane loved going above and beyond in certain things, especially in matters of parties and decadence. Being the Red Queen of the Hellfire Club, that should’ve been a given. However, she just had to raise the bar.

 _‘What kind of kinky shit is she up to now?’_ she wondered.

Carol completely forgot about Emma’s efforts to seduce Captain America. Instead, she watched Mary Jane casually snap her fingers to summon a couple of attractive cocktail waitresses, who had been serving the final round of drinks. Given how quickly they reacted, it was clear they’d been waiting for her orders. The Red Queen was just that well-prepared.

Like well-trained soldiers responding to a commanding officer, the two attractive women rushed over to their booth. They then narrowed their gaze on Charles Xavier, a man who clearly wasn’t used to beautiful young women giving him such a sultry look. As they stood before him, they made sure to lean over so that their exposed cleavage was right in his face.

“Is it time, my queen?” said one of the girls. “I was worried we might not get our chance.”

“It’s time, ladies. At this point in the night, this is probably the best chance we’ll get,” said Mary Jane.

“Chance? Just what are you talking about, Ms. Watson?” asked a confused, but intrigued Charles Xavier.

“You’re the most powerful psychic in the world, Professor Xavier. You know damn well what this is so why not make the most of it?”

Before the powerful telepath could respond, the two attractive women silenced him in their own special way. They each crawled onto his hover chair so that they each sat on opposing sides, their breasts still right in his face. His reaction to their presence was so funny that Carol had to cover her mouth to stop herself from laughing hysterically. Charles Xavier might have been physically limited, but certain parts of his body were still working.

“So _this_ is the great Charles Xavier?” said one of the women in a seductive tone.

“He looks so young for his age,” said the other, “yet still so mature.”

“I know. I like it!” she said.

“Um…thank you?” said Xavier, his confusion giving way to other feelings.

“Don’t thank us yet,” said one of the women as she caressed his bald head. “You see, Ms. Watson gave us some special training last week…the kind that helps us satisfy men of certain physical limitations.”

“It’s useful too because we both happen to be students at Empire State University,” said the other. “We specialize in sports medicine, physical rehab, and treating major injuries. Naturally, part of that process involves some rather _creative_ forms of therapy.”

“Therapy that can only be tested with real world applications,” she said, “something I’m sure a man of science can appreciate!”

As if they hadn’t been obvious enough, the two women kissed both sides of Xavier’s face, evoking the goofiest smile she’d ever seen on him. Carol, still trying to contain her laughter, just shook her head and gave the powerful psychic an encouraging gesture.

“Well…I’m always willing to help aspiring students,” said Xavier, as the two women playfully rubbed his bald head.

“Professor, I think I speak for everyone who considers you a friend when I say this…go have some fun, damn it!” said Carol.

“I appreciate your concerns, Carol,” he said, “and if Hank comes looking for me…”

“Don’t worry! I’ll tell him you’re on an extended mission to Genosha or something.”

That gave him all the assurance he needed. His hover chair couldn’t get to the main exit fast enough. Knowing Mary Jane, there was probably some office suite specifically made up for him and those girls. If someone was going to get some _action_ tonight, then they were going to have everything they needed to enjoy it.

Carol cast the Red Queen an astonished, but impressed look. She didn’t seem to acknowledge it, though. She just stood with a sense of immense satisfaction. Emma Frost might make a big deal about helping people get laid, but Mary Jane took it to another level.

“You just have to go the extra mile, don’t you?” Spider-Man commented.

“Thanks, Tiger!” she said. “You know I take pride in my work.”

“And you look good doing it,” he added.

“Aww! You’re so sweet,” said the Red Queen. “I’ll be sure to reward you handsomely later. For now, though, there’s still work to be done. The party isn’t over yet.”

“At this hour, I don’t there’s much party left to work on,” said Carol as she looked around the area.

“Speak for yourself, birthday girl,” said Mary Jane. “There’s still plenty to do! Besides, I think I’m a drink and a couple blowjobs away from convincing Nick Fury to give me my own hellicarrier!”

Spider-Man nearly choked on what was left of his drink while Carol broke out into another fit of laughter. She would’ve loved to learn more about Mary Jane’s plans for the remainder of the night, but she already walked off, heading right towards Nick Fury and Agent Coulson at the bar.

It left Spider-Man in a bit of shock, which Carol tried hard not to laugh at too much. She’d heard from her fellow Avengers that he and Mary Jane were _involved_ , more so than most heroes who partook in the Hellfire Club’s services. She didn’t know all the details, but from the looks of it, they had a pretty flexible arrangement.

“Uh…she wasn’t serious, was she?” Spider-Man asked out loud. “Jean? Please tell me that wasn’t on her to-do list tonight. Jean?”

After not getting a response, he turned towards Jean Grey, who was sitting at the other end of the booth with Jessica Jones. Curious, Carol looked in her direction as well. She’d been so caught up in other conversations that she hadn’t noticed her chatting up Jessica Jones. Apparently, their conversation had taken a very lurid turn.

“Seriously, Jean? Spouse swapping?” said a semi-drunk Jessica Jones. “Since when did you and Scott get into that shit?”

“Since we learned how great it was,” said Jean with a beaming smile, “for us, personally, _and_ our relationship.”

“Hey, I’m not judging,” she said, “but what makes you think Luke and I will be into it? I mean…don’t get me wrong. I don’t blame you for wanting to fuck Luke. A lot of women do. But Cyclops…what exactly does he bring to the table, so to speak?”

At first, Carol was worried that Jean would take offense to that. Spider-Man seemed to share that sentiment because he scooted away from her. However, a playful grin never left Jean’s face, as though she’d been waiting for her to ask that question.

“You really want to know?” she asked. “Because if you do, that says to me you’re actually _considering_ it.”

“Hey, it’s a party and I’ve been limiting my alcohol intake…relatively speaking,” said Jessica. “At some point, I’ll consider all sorts of crazy shit. But say, for the sake of argument, I just _really_ want to know.”

“Well, given our history, I guess you deserve the benefit of the doubt,” said the Black Queen. “Since there are some things I’d rather not project with my thoughts, I’ll just tell you directly.”

She leaned in closer to Jessica and whispered something into her ear. Carol couldn’t hear what she was saying, but it must have been something pretty hardcore because Jessica’s eyes widened as though Thanos had just entered the room. For a moment, she just glared at Jean in disbelief, but the Black Queen kept grinning at her with a smug certainty. Then, Jessica downed the rest of her drink in a single gulp and threw the glass across the room.

“You…me…Luke…your husband…now!” said Jessica with a shocking intensity.

“Is that a yes?” Jean asked in a humored tone.

“Shut up and loosen your panties, Mrs. Grey-Summers,” she replied, grabbing the attractive redhead by the arm and leading her away from the booth. “I was just going to coax a massage out of Luke in exchange for me drinking less. This is a _much_ better!”

Even a powerful psychic couldn’t have seen that coming. Jean actually looked surprised, a rare feat for any telepath. She must have thought Jessica would need more convincing for whatever lurid antics she’d been pitching. She clearly overestimated how eager Jessica was to spice things up. Carol wanted to chalk that up to her limiting her alcohol intake, but she sensed larger forces at work.

She continued watching as Jessica walked up to Luke, butted in on his conversation with Cyclops, and said something into his ear. It must have been every bit as convincing as what Jean had told her because he looked just as shocked. However, a grin quickly formed on his face and without another word, they were off to the nearest bedroom.

_‘And just like that, two happy couples are spicing up their sex lives. Hell, everyone seems to be getting laid, having fun, or a potent combination of the two. It’s all coming so easy for them. It’s like the world is trying to show me that things don’t have to be so damn challenging all the time. So why can’t I accept that?’_

Having watched in astonishment as everyone around her made the most of the party, Carol found herself at somewhat of a loss. Whether it was Jean Grey-Summers selling Jessica Jones on the merits of spouse swapping, Emma Frost seducing Captain America, or Professor Xavier getting some action with a couple of sexy cocktail waitresses, the message was clear. Everybody had found a way to step back and enjoy themselves for one night, but she hadn’t. Even on her birthday, of all days, Carol Danvers just couldn’t be Carol Danvers.

As funny as it was seeing Jessica Jones and Luke Cage run off with Cyclops and Jean Grey, she still sank under the weight of her limitations. Being Captain Marvel, she wasn’t supposed to have many limitations. However, not being able to let go long enough to enjoy a birthday party that her friends had so thoughtfully planned for her just tore Carol up inside.

“I think I might now what Jean said to her,” said Spider-Man in a humored tone. “If it’s even half-correct, then Jessica might actually smile in the morning. She never smiles unless someone spikes her coffee.”

“Lucky her,” said Carol distantly.

“I mean, not to kiss and tell, but I’ve heard rumors about…very kinky rumors,” he went on. “Apparently, Jean and her husband have really spiced things up since they joined the Hellfire Club…even by Hellfire’s _obscene_ standards.”

“Lucky them,” said Carol.

“Kind of makes you wonder, right? Then again, there’s only so much _wondering_ a man can do in a skin-tight costume.”

“Heh. You’re funny, Spider-Man. If only everyone could be so immature, yet so concise.”

That came off with too much sarcasm, especially for the birthday girl. It drew Spider-Man’s attention. She felt his concerned gaze on her. Carol did her best to avoid it. Then again, it was her party. Hiding her insecurities was that much harder.

“Uh…you okay, Carol?” the masked vigilante asked. “If I said something that killed the party for you, I _totally_ apologize.”

“No need to punish yourself, Spider,” said Carol, rolling her eyes. “It wasn’t something you said…for once.”

“Whew! That’s a relief. Mary Jane would’ve busted my balls if I did anything to undermine the party…and not in a sexy sort of way either.”

“And here I was thinking she valued your balls more than most,” Carol retorted, “or were the rumors about you two only half-true?”

“There are a _lot_ of rumors about me. Thank J. Jonah Jameson for that. The ones about me and Mary Jane, though…well, let’s just say they’re more true than you think, but not in the way you think.”

He glanced over towards the Red Queen as he said those words, raising his glass of club soda to her in a revealing gesture. Despite being in the middle of a conversation with Nick Fury, she replied with a sultry, but affectionate grin. It told Carol all she needed to know about those two. Even Spider-Man, someone who often frustrated the Avengers with his immaturity, had something to hold when he wasn’t in costume. That just made Carol feel worse.

Sinking farther down her seat, she pushed away what must have been her eighth ginger ale of the night. So far, she’d done a good job of managing herself around her fun-loving friends and abundant alcohol. After seeing all her friends and allies enjoy themselves, the strength that she’d always relied on started to falter.

“You’re lucky, Spider-Man,” Carol found herself saying. “You, Mary Jane, Cap, Tony, Jessica, the X-men – hell, even Nick Fury over there – you’re all lucky in a very particular way.”

“You know, if you had said that to me a year ago, I’d have laughed hysterically or cried uncontrollably,” Spider-Man scoffed. “ _Any_ conversation I’ve ever had about luck is usually works against me in the long run. I’m not sure if that’s ironic or sad.”

“That’s _not_ the kind of luck I’m referring to,” Carol told him.

“Oh. Then, maybe you should talk about this with the Scarlet Witch. She’s kind of an expert, so to speak.”

“Even she wouldn’t understand,” she went on as she gazed out at the near-empty dance floor. “That’s because on her worse day, she can still go back to Avenger’s Mansion, take a deep breath, and just be Wanda Maximoff for a while. The same goes for you. Even on your worst day, you can go home, take off that mask, and be whoever you are underneath it.”

“You make that sound like a big deal. I get a lot of crap from other heroes for still wearing a mask,” said Spider-Man.

“That’s because they don’t understand how it feels to separate the mask from the face behind it. That’s also why I’ve never given you crap for it. On some levels, I kind of envy it.”

That silenced Spider-Man, a rare feat for anyone who had dealt with him before. Carol turned towards him, still feeling his concerned gaze on her. Even though she couldn’t see his face, his mask said more to her than his words ever could’ve.

She’d heard some of her fellow Avengers joke about Spider-Man wearing a mask. Ever since Tony revealed himself as Iron Man, the idea of a hero wearing a mask seemed redundant. In a world of psychics, smartphones, and social media, the prospect of maintaining a secret identity felt like more trouble than it was worth.

It was no joke to Carol, though…albeit not for any reasons her teammates could understand. Wearing a mask was a choice and it didn’t always involve protecting an identity. Some people wore masks without ever realizing it. In a sense, Carol wore one she could never take off.

“Not to make light of your club soda, Spider-Man, but do you know what the difference is between being an alcoholic and a heavy drinker?” Carol asked him.

“For the record, I’m not much of a drinker and I’m staying sober because Mary Jane needs my help with something later on,” he replied. “But no…I can’t honestly say I know the difference.”

“That’s because you _can’t_ know. Nobody who isn’t also an alcoholic can know,” she said. “A heavy drinker can go out, get plastered, wake up, endure the hangover, and be back to their normal selves by noon.”

“Sounds kind of like Jessica Jones on a good day,” he commented.

“For an alcoholic, though, it’s different,” Carol went on. “An alcoholic will go through those same motions. They may even do so with a smile. The problem is, they do it because they _have_ to. Any other kind of drinker – even those of a Jessica Jones caliber – does it because they _want_ to.”

It was a painful distinction, one Carol had learned the hard way on more than one occasion. It made her look at all the empty glasses and discarded bottles of wine throughout the area with greater scrutiny. She then felt a shiver of dread course through her spine. The fact that she, Captain Marvel – the same hero who took on the Skrull Empire, survived a clash with Thanos, and sparred regularly with Thor – still faltered in the face of alcoholism made her feel painfully human.

Spider-Man didn’t crack a joke, for once. That was smart on his part because it was no laughing matter for her. Even on her birthday, that punishing burden found a way to haunt her.

“I’m sorry, Carol. I honestly can’t imagine what that’s like,” said Spider-Man, “and I’ve worked with Dr. Strange. My imagination is pretty big.”

“Don’t apologize. That’s another thing about alcoholics that most people don’t get,” said Carol. “We’re so used to saying we’re sorry that we numb ourselves to some extent. It’s the only way we can look at ourselves and _not_ see all the mistakes we’ve made.”

“But you’re Captain Marvel, Ms. Marvel, Warbird, and whatever else you used to call yourself,” he pointed out. “You were kicking ass on the Avengers while I was still chasing muggers and annoying bank robbers.”

“It doesn’t matter what I call myself or what title I have. That feeling is still there. That thing that makes me feel like I _have_ to drink…it’s still there. It’s always there. It’s easy to hide when you’re battling Hydra or cleaning up after the Hulk, but when you step back and try to take a deep breath…”

Carol had to stop herself. The more she talked, the more that dread intensified. She closed her eyes to settle her nerves. She pictured punching Thanos, which often helped.

Then, she felt Spider-Man reach over and grasp her hand. He gave it a light squeeze, one strong enough for her to feel, despite her durable form. It made her open her eyes and look back at the masked man next to her, now with a very different sentiment.

“You’re afraid you’ll slip up,” he said to her. “You worry that if you’re not doing _something_ , you’ll fall back into old habits.”

“I _really_ didn’t want to say that out loud. I can’t imagine what the team would say if they heard Captain freakin’ Marvel sound so insecure,” said Carol.

“You don’t have to tell them. Hell, I’ll forget you even _implied_ it,” said Spider-Man.

“That’s sweet of you, but it doesn’t change what I feel. I can’t just stop being Captain Marvel, Ms. Marvel, or whatever the hell I am. I always have to be this high-flying, hard-hitting hero because being Carol…even for a moment…means I risk relapsing. In only one slip-up, I’ll go from being a hero to being just another drunk who can’t keep her shit together.”

“I won’t claim to know what that’s like since I’m not an alcoholic, but I _do_ know a thing or two about bearing heavy burdens.”

“Yeah, I’m sure sleeping with Mary Jane Watson must be _such_ a burden,” said Carol dryly.

“You think that’s a sign I’ve got it all figured out? That I’ve achieved some sort of superhero nirvana that helps me go to bed with a smile on my face? Granted, sleeping with Mary Jane helps a man go to bed happy, but I still carry a lot of burdens in and out of uniform. The fact I still wear a mask should tell you just how real they are.”

Carol had never heard Spider-Man sound so serious before. She had been among the Avengers who thought Spider-Man couldn’t be serious. For once, he didn’t sound like the wise-cracking man-child who made light of everything. He sounded like a man with real, genuine issues that went beyond the mask he wore. Something about that gave Carol some unexpected comfort.

“So those rumors about you having a deformed face or something aren’t true?” she said.

“Not in the slightest…although I’m convinced Hawkeye started that,” said Spider-Man.

“Wouldn’t surprise me in the slightest,” Carol muttered.

“The fact of the matter is – and I know this sounds too crazy for any self-respecting superhero – wearing a mask and having a separate identity helps maintain perspective. I can be Spider-Man one moment. I can be just another guy the next. Sure, I still tell people the mask helps my family and loved ones. That’s still true to some extent, but the more I do this superhero gig, the more I realize how much I need that perspective.”

“Even if it makes being a hero harder?” she asked.

“ _Especially_ if it makes being a hero harder,” he said strongly, “because more often than not, doing things the hard way and doing things the responsible way are the same thing.”

Carol studied the masked man for a moment. She felt him squeeze her hand again, as if to assure her of his sincerity. She ended up returning the gesture. Of all the heroes who’d attended her party, Spider-Man was the last one she expected to share such insight. There was something inherently fitting about that.

For someone who never seemed to take much seriously, Spider-Man had a keen understanding of how to stay grounded. Having strived to fly higher and farther than anyone else, Carol often struggled with that, especially after taking the title, Captain Marvel. Her ambition, as well as her struggles with alcoholism, had skewed her perspective. Seeing how far she had come and how poorly she’d managed was nothing short of sobering.

“You know, I’m starting to see why Mary Jane likes having you around,” Carol told him, “and it’s not just because that costume makes your ass look good.”

“So you’re admitting you’ve looked at my ass,” he teased.

“Don’t push it,” she said with a half-grin. “You may be immature, but when it comes to doing the right things for all the right reasons, you’re right up there with Cap.”

“Minus the crew cut and the Bugle’s public smear campaign,” he added.

“As far as I’m concerned, that gives you an edge. It shows you can navigate a world that keeps pulling you in all sorts of directions. When you’re an icon like Captain America or a billionaire like Tony Stark, it’s easier to stay focused.”

“It’s more of a luxury these days,” he said.

“And being Captain Marvel, I guess you can say I have more than I need to keep my superhero persona in check. I just need to figure out how to do it as Carol Danvers.”

That might have been the most comprehensive insight into her problems since she stopped drinking. It was comforting, knowing where she stood and why she felt the way she did. It helped prove Spider-Man’s point on the value of perspective.

“Well, for what it’s worth, I think you’ll be fine,” he told her. “Besides, your ass looks better than mine anyways in that uniform. And before you ask, yes…I looked.”

“Sweet, insightful, and lovably honest…now I _really_ see why Mary Jane likes you,” said Carol with a grin.

They both laughed. It was probably the most relaxed Carol had felt all night. She didn’t have to put on the face of the birthday girl or of Captain Marvel, the famous superhero and card-carrying Avenger. She could just be Carol and feel comfortable in her own skin, for once.

However, being Carol also meant being more human. That meant acknowledging some of the exceedingly human feelings behind the sentiment. Spider-Man just admitted to checking out her ass. She admitted to doing the same. The fact that his uniform was skin-tight, not all hiding his masculine build, had not been lost upon her.

It also hadn’t been lost on her that so many others at her party had been getting lucky. With everyone from Charles Xavier to Nick Fury getting some action, Carol couldn’t forget that she had her own desires as well. She hadn’t planned on exploring them tonight, but then again she hadn’t anticipated celebrating her birthday.

_‘Okay, a guy just admitted he’s interested in my ass…a guy who also happens to be kind, insightful, and capable of satisfying Mary Jane Watson apparently. Jess is already getting her fill…in more ways than one. Why shouldn’t I give it a shot with Spider-Man?’_

Carol shocked herself by thinking such thoughts. It was a hell of a jump, going from just talking to a guy she barely knew to wanting to fuck him. It didn’t matter how long it had been since her last sexual encounter. The idea that she was considering Spider-Man, of all people, seemed outrageous.

Being on a team with so many attractive men, Carol had conditioned herself to repress some of those naughty thoughts. They were potential distractions that Captain Marvel couldn’t afford to have in the heat of battle. She had no idea how much of those feelings she’d been repressing. Then, she dared to admire the man before her.

_‘Oh my God! Am I actually horny for Spider-Man? Of all the attractive men I work with – including freakin’ gods, for crying out loud – is Spider-Man the one that gets me wet? Or has it just been too damn long since I’ve been laid?’_

She felt another shiver course down her spine, but for a very different reason. That feeling soon found its way to her lower body, triggering an arousal she hadn’t let herself feel in a long time. Captain Marvel would’ve found a way to repress it. However, Captain Marvel was taking a breather. For the rest of the night, Carol Danvers would take over.

“Tell me something, Spider-Man…are there any other reasons Mary Jane is so fond of you?” she asked, now with a hint of seduction in her tone.

“Um…you’ll have to ask her,” said Spider-Man with an awkwardness befitting of his immaturity.

“Actually, I’d rather find out for myself,” she told him. “Everyone else tonight has been letting go, loosening up, and doing something crazy. Maybe it’s time I do the same.”

To prove how serious she was, she scooted in closer and draped her legs over his lap. She also let go of his hand and caress the shrouded outline of his face, feeling through the mask to reach the man inside…a man she now found herself wanting.

_‘Fuck it. It’s my birthday. I’m getting some tonight. If Spider-Man’s the one who’s gonna give to me…so be it.’_

As her desire became more apparent, she got a favorable reaction Spider-Man react. She felt certain parts of his lower body harden. That was just a typical male reflex. Then, his shaky hands found their way to her waist. That was entirely voluntary. For a moment, he seemed too shocked to respond. However, the heavy breathing from his mask told Carol all she needed to know.

“The way I see it, if I’m going to step back and just be Carol, that also means acknowledging the fact that I’m a healthy young woman with a healthy share of needs,” she told him.

“That…seems logical,” said Spider-Man, already short of breath.

“Being Captain Marvel, I don’t have much time for fun, hobbies, or a casual fuck with a guy I barely know,” Carol went on. “This being my birthday, I want to make this night memorable. The party was fun, the food was good, and the cake was nice. But to just be Carol…to have a fun night of meaningless sex with a nice guy who looks good in skin-tight outfits…I want that to be my main gift.”

There was a lust in her voice she hadn’t heard in a long time. It didn’t sound like something from a tough, hard-nosed superhero who fought aliens every other day. It sounded like a horny woman who just wanted some sex.

“And you want _me_ to be that guy,” said Spider-Man, as though it less a question and more a statement of fact.

“There are any number of crude, vulgar ways I could put it. I’ve hung out with Tony Stark so I know them all,” she replied, her lustful undertone not waning in the slightest, “but I’ve always been a woman of action. I prefer to let my actions do the talking.”

Leaving no further room for ambiguity, Carol carefully lifted up Spider-Man’s mask so that it was just above his mouth. She then kissed him deeply, shoving her tongue into his mouth and grinding her thigh up against his pelvis hard to get the blood flowing away from his brain and to more useful parts of his body.

Spider-Man got the message, loud and clear. He began kissing back, slipping his hands down to her butt to make his own desire clear. There was no hesitation. He was a man who’d spent a lot of time around Mary Jane Watson. That meant he had to be pretty horny, by default.

The kiss sealed how her night and her birthday would end. She was going to have sex with Spider-Man. She assumed it would earn her quite a bit of odd looks, as well as an awkward conversation with Jessica. She didn’t care. She needed it for both Captain Marvel and Carol Danvers.

“Finally!” came a voice from across the room. “I was worried the birthday girl wouldn’t get laid. Glad to see she found a stud for the night…and a damn good one, at that!”

Their lips still entwined, Carol glanced to her right to see Mary Jane Watson walking by their booth. A comment that sultry could only come from someone like her. Before she could respond, the Red Queen leaned in and whispered something to the both of them.

“There’s a private executive suite on the 76th floor,” she said. “Nobody else knows about it. Only I have the code.”

“You gonna make me fight for it?” teased Carol.

“Hell no! Consider it my last gift,” said the Red Queen.

She then turned towards Spider-Man and gave him a suggestive glance. If these two were involved, then they had a strange arrangement. Carol wasn’t complaining though. She was getting laid tonight. As of now, that was her primary mission.

“Tiger, you know what to do,” she told him. “She’s the birthday girl. Make her feel special…among other things.”

* * *

**Private Executive Suite – Later**

At one point in her life, Carol Danvers was inherently suspicious of feelings resembling love, lust, or affection of any kind. It wasn’t just because she’d tried to purge her mind of distracting feelings that might keep her from achieving her goals. Between being brainwashed by Immortus and regularly working with powerful psychics, she could never be sure of how real those feelings were.

That kind of mentality was unhealthy. Her friends and teammates pointed that out to her on more than one occasion. It was _especially_ unhealthy for an alcoholic because she had to be more self-aware than most people. That made the moment unfolding before her all the more profound.

“God, I need this! Spider-Man…I can’t tell you how much I need this,” said Carol to the man currently in her arms.

“You don’t have to,” the masked vigilante replied. “You’ve made that _abundantly_ clear.”

She smiled at his coy undertone, even as she felt him squeeze her ass. The man sharing in the moment was not a man Carol ever expected to want so much. Spider-Man, one of the least experience quasi-members of the Avengers, had sparked something within her. She still wasn’t sure what it was. She just knew she wanted to fuck him.

They’d already made their way down from the top floor, using one of the private elevators to get to a somewhat hidden part of the building. They’d then moved with an urgency she hadn’t felt since the last Hydra incursion, grabbing Spider-Man by the arm and leading him to the suite. The code Mary Jane had given them worked, unlocking a door that led right into a spacious room with a king-sized bed in the middle.

Given her experience with corrupt corporations run by evil CEOs, fancy suits with king-sized beds were usually reserved for overpaid men in suits and the high-priced hookers they loved. The idea that a moment between two heroes who had so few reasons to connect, sexually or otherwise, just seemed so right.

“Here…let me help you get that shirt off,” said Carol to the man currently in her arms.

“Uh…I can manage,” he replied.

“Please…I insist. Don’t worry. I’ll make sure the mask stays on!”

They were already halfway to the bed. As soon as she kicked the door shut behind him, she began leading him towards it, smothering his lips with hers and hungrily feeling around the masculine contours that his uniform barely covered. However, Carol wasn’t content with fancy uniforms. She needed to feel real, manly flesh.

Spider-Man placed his trust in her, raising his arms so that she could pull the top part of his uniform off over his head. As she’d promised, she made sure his mask stayed on. He’d already made clear to her how much he valued protecting his identity. That didn’t bother her in the slightest, especially after she saw he extent of his physique.

“Mmm…not bad,” she said with an approving grin. “Your attitude may be immature, but your muscles sure aren’t.”

“Yeah…fighting crime and having superpowers does a body good,” he replied.

She laughed at his remarks while casually tracing her fingers around his sinews. He returned the favor by kissing her again, trailing his hands up her curves again to communicate his own desire. His grip was strong, clearly superhuman. That excited her even more, the idea that she was going to fuck a guy who was more durable than most.

Before long, they reached the foot of the bed. Carol, fueled by escalating lust and growing impatience, grasped his shoulders and sat him down. Their lips now parted, she looked at his masked face with a potent blend of intent and seduction. It rendered the man before her silent, gazing up at her with uncanny reference.

“It’s been a while since I’ve done this,” she told him, “but trust me…I haven’t forgotten.”

Carol let go of his shoulders and took a step back. Still under her powerful gaze, Spider-Man remained silent and still. Now certain that his eyes on her and _only_ her, she stripped out of the iconic uniform she’d been wearing since she took on the title, Captain Marvel.

She ended up doing a striptease of sorts, channeling her latent sex appeal in an effort to make him want her as much as she wanted him. It wasn’t exactly the kind of private striptease he’d get at the Hellfire Club, but it helped send a message…one every bit as critical to her as it was to him.

First, Carol sensually undid the zipper on the back of her uniform. Then, she seductively swayed her body as she peeled the skin-tight suit off her body. She freed her arms from the sleeves, let the top part fall off to reveal her breasts, and pushed the rest down her legs. As soon as her uniform fell to the floor in a crumpled heap, she stepped out of her boots, leaving her in nothing but a pair of white panties.

_‘Now I’m glad I didn’t wear a bra today. Kind of wish I wore a sexier pair of underwear, but he doesn’t seem to mind.’_

For a brief moment, she let Spider-Man admire her exposed body. She felt his eyes drift up and down her feminine form, admiring her toned legs and ample breasts. Between Kree DNA and the intense conditioning of an air force pilot, Carol had plenty to be proud of. Jessica and Tony Stark had pointed that out to her on more than one occasion. She rarely got a chance to flaunt it, let alone enjoy it. Being able to attract the horny gaze of a young, attractive man helped her feel less like a high-flying superhero and more like a woman.

“Wow,” said Spider-Man in a goofy daze. “I stand corrected. Superpowers does a body _very_ good!”

“Glad we’re on the same page,” she said seductively. “For the record, though, I usually don’t wear a bra and these are _not_ my sexiest pair of panties.”

“I believe you.”

“You’re in the presence of a topless woman. Of course you believe me,” she teased.

They shared another playful laugh, something they’d done a lot of so far. Following that light-hearted yet sensual spirit, Carol stepped forth and pulled him into another embrace, straddling his waist in the process. Then, with her pelvis grinding against his, she kissed him again while they explored each other’s exposed upper bodies.

With every intimate touch, the arousal escalated. He felt around her smooth, yet toned flesh, paying extra attention to her breasts. Carol did the same with him, trailing her fingertips along the muscles of his back and enjoying the intimate feeling of uncovered flesh on hers. Together, they followed their mutual lust, getting the blood flowing in all the right directions.

It wasn’t long before Carol felt a growing erection bulging through his pants, the grinding motions of her pelvis doing plenty to heighten the mood. Spider-Man did his part too, giving her breasts a firm squeeze at one point. He even put some of his spider-strength into it, which sent wondrous shivers down her spine. For someone who regularly took blows from the likes of Thanos and the Kree mercenaries, it was a welcome feeling.

“Ooh!” Carol purred. “Such a strong grip.”

“Too strong?” asked Spider-Man, still very dazed within her grasp.

“Hell no!” she assured him. “I’m Captain Marvel. Strength is kind of a turn-on for me. Allow me to demonstrate.”

It was kind of jarring, hearing herself sound so seductive. It was also kind of refreshing. The woman in her – a woman who enjoyed sex, touching, and basic human contact – had really taken hold. The more Carol felt that feeling take over, the more eager she was to follow it.

With little thought put into her actions, something she’d often avoided as both Captain Marvel and a recovering alcoholic, Carol slipped off his lap and dropped to the floor so that she was on her knees with a direct line-of-sight to the bulge in his pants. She then looked up at him with a telling glint in her eye, not unlike the one she’d seen in Tony Stark’s bimbo girlfriends. It offered a clear hint of what she had in mind.

“Loose the pants,” she told him.

“Yes, Captain!” said Spider-Man with childish enthusiasm.

She would’ve shared another laugh with him if she weren’t so damn horny. She didn’t wait for him to coordinate himself. As soon as he elevated his hips, Carol reached for the sides of his pants and gave them a hard tug. They were tight, like the rest of his uniform, but they came off easily. She even made sure to get his briefs off as well, allowing his throbbing penis to pop free.

_‘Damn! And that’s yet another reason why Mary Jane is so fond of Spider-Man. Kind, insightful, handsome, and hung…I’m noticing a trend here. Perhaps I should stop keeping track.’_

It might have been a while since her last intimate encounter, but Carol hadn’t forgotten what a big, erect cock looked like. She also hadn’t forgotten how much she enjoyed them. With Spider-Man’s pants now at his ankles, she narrowed her gaze on his rigid manhood and eagerly grasped it with her right hand.

“Mmm…such a nice cock,” said Carol as she lightly stroked it. “It’s been so long. I may need an _appetizer_.”

“Well you _are_ the birthday girl,” he teased.

Licking her lips, Carol leaned in to taste his manly flesh. Still firmly gripping the base, she suckled around the tip before taking his length into her mouth. It wasn’t as sweet as the cake Sue Richards had baked for her, but was every bit as delicious.

Like a kid who’d been denied her favorite treat, Carol gorged on Spider-Man’s cock. She hungrily slurped up and down the length of his shaft, trailing her tongue along every inch. She left no contour untouched, feeling every major vein throb around her lips. She also squeezed and stroked the base, being careful with her grip every step of the way. In her burning lust, though, she couldn’t be too careful.

Spider-Man didn’t seem to mind the extra fervor. After a few savory suckles, he let out a blissful moan. She could feel his body relax under the pleasure, leaning back on his arms and giving her more room to work. She’d made clear that she was the really horny one. He was just along for the ride.

“Ohhh fuck!” he grunted. “Carol…even your mouth muscles…so strong!”

Encouraged by his reaction, the battle-hardened Avenger kept sucking his cock. She stepped up the pace, bobbing her head up and down with greater vigor. She practically slobbered over his flesh, making clear that she didn’t need something tenderness or affection. She needed something basic and raw.

_‘That’s it. Just need to feel human. Just need to feel like a woman…a real, actual woman.’_

As Carol continued her oral teasing, those human, distinctly non-Kree feelings escalated. In addition to feeding her once-latent appetite for cock, she felt a growing heat between her legs. It wasn’t from a battle, a mission, or some inter-stellar conflict. It was just the heat of a horny woman.

With one hand still on the base of Spider-Man’s cock, Carol used the other to reach into her panties and feel her moistening pussy. It was almost jarring in that it was so tangible. Her wet folds, swollen clit, and hot flesh acted as real proof that, as powerful as she might have been, she was still human. That also meant she had human needs. One of those needs, specifically sex, was more pressing than any other.

“Spider-Man,” Carol said, abruptly stopping her oral sucking, “I can’t take it anymore. I need to fuck!”

“Hnn…” was all Spider-Man got out in his daze.

Before he could form coherent words, she shot up from the floor and pounced on him like an animal in heat, tackling him into the center of the bed. She smothered his lips with hers again, hungrily raking her fingers over his chest and rubbing her inner thighs against his fully erect manhood. There would be no extended foreplay or making out. There would only be fucking.

“You…are a very blunt woman, Carol,” said Spider-Man, finally coherent enough to react.

“Less talking, more fucking!” she said intently.

“I get it. That’s what you need,” he said in a more serious tone, “and that’s what I’ll give you.”

He sounded less like the immature wise-cracker she knew and more like a man who refused to leave a horny woman unsatisfied. From Carol’s perspective, it was the most heroic thing any man could’ve said at that moment.

Showing the spirit of a hero and the grit of a horny man, Spider-Man grabbed her by the waist and turned her over so that she was now lying in the center of the bed. Then, with an urgency similar to what she’d shown earlier, he removed her panties and threw them across the room. Carol instinctively elevated her hips so he could get them off. As soon as they were gone, she eagerly spread her legs and welcomed the masked man into her.

“Here it comes, Carol,” he told her.

“Do it!” she commanded. “I need a dick inside me…now!”

Without hesitation, Spider-Man thrust his hips forward and drove his erect cock into her hot, wet pussy. Almost immediately, Carol shuddered at the sharp sensations that followed. The hot, intense feeling of her womanly flesh being penetrated by his manly length sent her into that special state of mind…that state when she stopped seeking a need and started embracing it.

“Oh my God!” she gasped. “I feel it…so deep…so hard…so hot! Ohhh I love it! I fucking love it!”

In an outburst of enthusiastic lust, Carol closed her eyes and grasped the sheets of the bed above her head. Then, as Spider-Man began pumping his cock inside her pussy, she hooked her legs around her waist and dug the balls of her feet into his lower back, supplementing each movement with some strength of her own.

Together, they established an intense, heated rhythm. It wasn’t very sentimental, friendly, or passionate, for that matter. It was just sex…raw, unfiltered, pleasurable sex. That simple, natural feeling that came with one of life’s most basic acts effectively muted all the complications that had plagued Carol. It didn’t matter that she was doing it with Spider-Man. It was just what Carol needed.

_‘Yes! This feeling…this basic, human feeling…all the stars in the galaxy and all the battles in between can’t match it. Having sex…sharing my body, my heart, and my desires with someone…it’s part of being human, no matter how powerful you are.’_

Awash in a steady flood of sensations, Carol moaned and panted heavily through every lustful motion. She worked her hips in conjunction with Spider-Man’s, flexing her legs muscles so that every thrust drove his cock deeper into her pussy. His manly flesh slithered smoothly within her wet folds. Even through his mask, she could sense him directing every ounce of desire and lust onto her.

Their naked bodies rocked together under an onslaught of lust, rocking the bed, the surrounding furniture, and the entire room in the process. One of the lamps fell off the nightstand next to the bed. A framed picture hanging on the wall nearby fell to the floor. The sound of the frame breaking barely registered for her. She couldn’t care less how much damage they did. Like any mission that incurred collateral damage, all that mattered was completing the feeling that she so desperately sought.

“Harder! Harder, Spider-Man!” she cried out.

“Ohhh Carol!” he exclaimed through his sexual daze.

Heeding her cries, he stepped up the pace and the force of his thrusts, but he was clearly holding back. Carol imagined he had to be careful with less durable women. Mary Jane Watson might have been a proud whore, but she didn’t have Kree DNA. She’d seen Spider-Man in a fight. She knew how strong he was. She wanted him to channel that strength into fucking her.

“Please…fuck me…harder!” Carol said, her every word seething with lust. “I want it. I can take it! Fuck…me…hard!”

Upon hearing that, Spider-Man paused for a brief moment. Then, the lower part of his face still exposed, he gave her the kind of wolfish grin she’d only ever seen from Wolverine. Spider-Man might have been immature, but he was still a man…a very horny man who probably didn’t get a chance to fuck as hard as his powers permitted.

“Okay, birthday girl,” he said. “I normally ask twice when a beautiful woman asks for that kind of fucking. For you though…”

“Don’t ask,” Carol said, cutting him off. “Just do it!”

Not needing any further incentive, Spider-Man adjusted his body in preparation. He rose into a more upright position, shifted his grip from her waist to her lower thighs, and pushed her legs apart a little further. Then, with both feet planted firmly on the bed, he resumed his thrusting, but with _much_ less restraint.

With a force that strained the foundations of the bed, not to mention anything in the room that wasn’t nailed down, Spider-Man fucked her with superhuman strength. His dick pounded mercilessly into her pussy, flesh clashing with flesh. Carol’s world rocked, her breasts bouncing with every movement. She ended up squeezing them with her own hands, using her own superhuman strength to intensify the sensations. Like being supercharged by stellar energy, she ascended rapidly towards her peak.

“Is this…hard enough…for you?” Spider-Man grunted in between his thrust.

“Yes! Ohhh fuck yes! Just like that! Fuck me…like that!” Carol exclaimed. “Make me…come!”

“I’m…close too,” he told her, “but…it’s your birthday. That means…you’re coming…first!”

That would’ve been so polite of him if he weren’t fucking her senseless. Carol didn’t give a damn about manners, though. She’d come so far, capturing a feeling she didn’t know she needed so badly. Her heart raced, her skin grew hot, and her thoughts became dazed as she approached that special domain of ecstasy. Such pleasure had always seemed so distant for an Avenger and recovering alcoholic. For once, she didn’t have to reach out and seek it. Instead, that feeling came to her.

_‘It’s happening. I’m going to come. Spider-Man…is going to give me an orgasm.’_

Less than an hour ago, that would’ve been the most ridiculous thought in the world. Now, it was happening. Under the sheer force of his sexual fervor, Carol flew past that fateful threshold separating the coldest reality from the hottest of pleasure.

“Ohhh I’m coming, Spider-Man!” she exclaimed. “I’m…gonna…come!”

There was no turning back. The ultimate peak of the feeling she sought had arrived. It hit her like a Kree battlecruiser coming out of hyperspace, a wall of unfiltered pleasure hitting her head on. All her strength, durability, or resilience became a moot point. At that moment, Carol Danvers was just a woman enjoying a great orgasm.

She let out the kind of blissful cry befitting of virgin prom date, closing her eyes and throwing her head back under the impact of such ecstasy. She also squeezed her breasts hard, pinching her nipples and curling her toes as her inner muscles throbbed in accord with the feeling. She was downright theatrical, so much so that Spider-Man had to slow his movements. He didn’t seem to mind though. She even sensed him admiring the scene, Captain Marvel herself in the winds of ecstasy.

“Wow…you _did_ need that,” he said to her.

Carol was too dazed to respond, but her point had been made. Maybe it was just a byproduct of having not had sex in a while. It might simply be a matter of needing some sort of release after all the stresses she’d endured since becoming Captain Marvel. It was probably a combination of many things, but Carol didn’t care to know them all. What mattered was she felt something that reminded her of how far she’d come…literally and figuratively.

_‘I’m a hero, an Avenger, a pilot, and a byproduct of an alien explosion. At the end of the day, though, I’m still Carol Danvers…a woman, an alcoholic, and someone who needs a reminder every now and then.’_

She made certain to absorb in every last ounce of pleasure, just as she absorbed energy blasts in the heat of battle. Like those same blasts, the feeling left her entire body feeling hot and energized, especially in certain parts of her body. As she opened her eyes and caught her breath, her focus narrowed on the man that had given her such a powerful feeling. At that moment, she remembered something important.

“Spider-Man…” said Carol in her breathless state.

“Hey…it’s okay. Take all the time you need,” said the masked vigilante, loosening his grip on her a bit.

“No. That’s just not fair,” she said with renewed seduction in her voice.

In a move that caught him by surprise – not an easy feat for a woman who’d just had an orgasm – she pulled back from him, withdrawing his dick from her pussy in the process. Then, while he was still in a daze, she turned over and got on all fours so that her butt was perfectly displayed, like a special treat for a man still hungry with lust.

“Go on…finish,” Carol said, giving her butt a light swat. “Fuck me till you come, Spider-Man.”

“Well, it’s not my birthday, but…” he said, letting his words trail off.

“Believe me. You’ve earned it!”

Heeding her invitation, Spider-Man pounced as only he could. He positioned himself behind her, planting both feet firmly on the bed and grabbing hold of her hips. He then guided his still-erect cock back into the folds of her pussy, which were still dripping wet with her feminine juices, and resumed fucking her.

Within seconds, he established another heated sexual rhythm. Carol felt his pelvis smack against her ass, rocking her body and the bed. His length slithered effortlessly inside her folds. It didn’t matter that parts of her lower body were still tender. Her pain tolerance was too high and her desire to please this man, just as he’d pleased her, was too great.

He didn’t fuck her as hard as he did when he brought her to orgasm. He was more focused with his movements, working his dick inside her with just the right amount of fervor. He even felt up her womanly flesh, reaching over and grasping one of her swaying breasts. Whatever he did helped get him to the brink.

Carol still ended up having to hold onto the headboard, so much so that it cracked under her super-strong grip. That was more acceptable damage for the sake of the feeling, one she was now determined to share.

“Carol, I’m…so close!” Spider-Man grunted. “I’m about to…come…hard!”

“Then, do it!” she urged him. “Go ahead. Blow your load inside me. It’s okay. I promise.”

He either took her word for it or was past the point of caring. After a few more focused thrusts, he entered that same blissful domain that she’d experienced moments ago. His climax was a lot less _theatrical_ than hers, which wasn’t surprising for a man who’d been involved with Mary Jane Watson. That didn’t make the pleasure any less intense.

“Ohhhh Carol!” he cried out.

She kept her body steady, giving Spider-Man everything he needed to enjoy his orgasm. As he let out a deep moan of euphoria, he gave her breast a firm squeeze with one hand and dug his nails into her hips with the other. She really felt it as his dick throbbed inside her pussy, releasing a thick load of cum up into her womanly depths.

It was a hot, intimate feeling, his manly fluids mixing with her feminine juices. It gave more weight to raw, unhindered sensations she’d craved. He must have been holding a lot back because his load was surprisingly large. That didn’t worry her though. Between her Kree DNA and her use of Kree contraception – something she’d invested in after her experience with Immortus – her only concern was maximizing the feeling.

_‘Amazing! I can fly so high, punch so hard, and fight until my dying breath. No matter how many of these huge, overwhelming feats I accomplish, it’s the little things that keep me grounded.’_

Carol smiled to herself as a sense of contentment took over. Spider-Man lingered in the ecstasy until his body finally settled. As soon as his grip on her lightened, she rose up and grasped his hand with hers, even keeping one on her breasts. She then turned her head and gave him a friendly kiss on the cheek, which almost seemed out of place after what they’d just done. That didn’t make it any less fitting.

As Spider-Man rested his chin on her shoulder, he withdrew his dick from her, letting some of the fluids spill out. He maintained a strong hold on her, hinting that there was still some lingering desire. That was a good thing too because Carol had no intention of ending their sex with just one good orgasm.

“Still with me there, Spider-Man,” she said curtly as she caressed the side of his face.

“Yeah…for the most part,” the masked man replied. “I had no idea…you had this side to you, Carol.”

“What? You think a badass fighter pilot who survived a Kree explosion can’t have a sexy side?”

“Not at all. I just think…you should share that side more often.”

That sounded like an excuse from a man hoping to get more sex from a beautiful woman. Had that come from someone like Hawkeye or Quicksilver, she might have been offended. However, Spider-Man just fucked her good and gave her a great orgasm. He’d earned some extra credibility.

With renewed energy and intent, Carol turned around and snaked her arms around the masked man’s neck. She then pulled him into a close embrace, pressing her naked body up against his. He returned the gesture, giving her another one of those immature grins of his.

“You know something? I couldn’t agree more!” said Carol, her voice taking on a seductive undertone once more.

“Really? I could swear I just heard a little Emma Frost creeping into your tone,” he told her.

“I mean it,” she replied strongly. “I do have a sexy side. I don’t get a lot of chances to show it. I’d like to make the most of this one.”

Emboldened from her first climax, Carol captured Spider-Man’s lips again and pinned him on the bed in another lustful act that would’ve made Emma Frost proud. Now on top of him once again, she shoved her tongue into his mouth while hungrily pawing his chest. It didn’t matter that certain parts of her body were still throbbing for all the right reasons. They were going to fuck again. That was all there was to it.

“I’m assuming that being with Mary Jane means you’re not a one-and-done type guy,” Carol said.

“Well, between her and my powers, I like to think I’ve got more _stamina_ than most,” Spider-Man replied, trying to sound manly, but only succeeding in part.

“Good!” she said. “Because it’s been a while since I’ve had a night of crazy, reckless fucking. No deeper emotions…no major passions…just simple, basic fucking.”

“And you want me to give you that?”

“Well, if you’re serious about making my birthday that memorable…”

She let her words trail off, hoping Spider-Man’s sense of heroic duty filled the necessary blanks. He still took that duty seriously, pulling her into another kiss and shifting his grip to her butt. A heated make-out session, combined with heavy foreplay, soon followed.

Carol’s heart kept racing and fresh round of moist heat formed between her legs. She could even feel his somewhat tender cock twitch again. Whether by enhanced healing or just having spent one too many nights at the Hellfire Club, he was ready for more.

_‘And here I was thinking I’d have to do something kinky to get him hard again. Guess some heroes are better at channeling their strength than others.’_

Wherever and however Spider-Man got such stamina, Carol was ready to test it. She had no idea how much sex would be necessary, but she was eager to make the effort.

“Mmm…looks like you are serious,” she said while rubbing her thigh against his cock.

“When there’s a beautiful naked woman on top of me, I’m _always_ serious,” said Spider-Man, making it sound like a code of honor.

“Then fuck me again!” Carol said intently. “Fuck me every which way. Fuck me as many times as you can. Don’t hold back. I’m Captain Marvel. I’m an Avenger. I can take it! I _want_ to take it!”

“Yeah, you’ve already convinced me of _that_. So I’m just gonna shut up for now and fuck you as hard as a Spider-Man can!”

That would’ve been so cheesy if Carol weren’t so horny. She could joke about his immaturity later. For now, she just wanted more sex and Spider-Man was eager to give it to her.

Skipping further foreplay, Carol followed her burning desires once more. She ended up shifting her body, turning around while staying on top of him so that her pussy was right at his face and his dick was right at hers. She didn’t care that it was still dripping with a mix of his cum and her juices. Without hesitation, she grasped it with both hands and began sucking it again.

Spider-Man returned the favor, keeping in the spirit of the 69 position as Tony once put it. Ignoring the fact that her pussy was dripping with cum, he gorged on her womanly folds. With the kind of skill that could only be learned from multiple nights at the Hellfire Club, he licked along her outer lips, giving special attention to her clit. His skills played off quickly, sending a fresh round of sensations coursing through her body.

_‘The guy knows his way around female anatomy. That makes him a special kind of hero!’_

Before long, the mutual exchange of oral teasing had the desired effect. Carol got his dick hard again and Spider-Man got her pussy ready for more. It happened a lot sooner than she’d expected, but that didn’t make her any less eager for more sex.

“I’m ready!” she told him after giving the tip of his member one last lick. “I’m gonna ride your cock now.”

Spider-Man, true to his word, didn’t say anything. He remained flat on his back as she got up, repositioned herself, and straddled his pelvis. Now on her knees, her pelvis hovering just above the tip of his erect cock, she grabbed hold of his waist and drove her hips downward. His flesh penetrated hers with ease, filling her depths just as before. As soon as she felt his rigid length inside her, she began riding him hard.

“Ooh yeah!” Carol purred. “So good…it feels so fucking good!”

Spider-Man responded only with a few gasps. His hands said enough, reaching up and fondling her breasts as they bounced to the motions of her body. It started another fervent sexual rhythm, bringing with it another round of raw pleasure. With a mix of reckless abandon and determined resolve, she followed that feeling to more ecstasy.

_‘This is the feeling…the perspective I’ve been missing. The sensations, the connection, the very thing that makes me human…it’s so easy to lose when you fly so high. It also makes it SO satisfying when you embrace it again!’_

Carol entered a deeper daze as absorbed the sensual experience playing out before her. She moaned and gasped through heated motions, really working her pussy along the length of Spider-Man’s cock. She listened to his deep grunts of pleasure, encouraging him to squeeze her breasts harder as she rode him.

He even threw in some of his spider strength, which was somewhat necessary with her durable form. It sent extra sensations coursing through her body to supplement the feelings from their sex. It was the kind of unique touch she couldn’t have gotten with one of the Hellfire Club’s mindless male studs. Spider-Man might have been annoying at times, but knowing he could fuck so good and give her the special ecstasy she craved made him that much more special.

His added strength, along with her determined efforts, helped Carol build towards another orgasm. It actually came faster than she expected, another sign that such a feeling had been overdue. Just as before, it hit her hard. As she’d done for most of her life, even before she became Captain Marvel, she took the feeling head on.

“Ohhh fuck! Again…going to…come…again!” she cried out.

When the feeling hit, she threw her head back and let out a moan of ecstasy that reverberated throughout the room. Waves of hot pleasure coursed through her body as her pussy throbbed around Spider-Man’s cock again. Carol also could’ve swore she heard some of the bed springs crack under the force of her sex. She didn’t care, though. She’d pay for the damages if she had to. Such ecstasy was _so_ worth it.

Spider-Man didn’t seem that concerned either. As she soaked in the bliss, he shot up and buried his face between her breasts. A similar lustful daze had overtaken him as well. Having proven the breadth of her durability and desire, he embraced the experience as well.

“Mmm…Carol,” he said, his voice muffled by her breasts.

Drunk on orgasmic bliss, Carol couldn’t help but smile and embrace him. Along the way, they fell back onto the bed. She must have been _really_ dazed because somehow, she ended up lying on her side with Spider-Man behind her, having withdrawn his cock briefly so that he could reposition himself. She then felt him rub the tip against her wet entrance again. He was still eager for more sex and she had no intention of denying him.

“Wait,” she said to him, “my ass. Put it…in my ass.”

“Um…” he stammered.

“I spar with the Hulk, damn it! I can take a dick in the ass!”

That kind of dirty talk shocked her almost as much as it did Spider-Man. Carol wasn’t sure where _that_ came from. Having two orgasms in such a short span of time had strange effects on a woman, especially one who hadn’t had sex in a while. Whatever the subtext, Carol went with it and so did Spider-Man.

Not questioning her forceful tone – that, or he was too horny to care – the masked vigilante guided the tip of his dick to her anus. It would’ve been nice to have a little lube, but the juices from her pussy would have to do. Given the extent of her pain tolerance, she wasn’t concerned.

With a hard thrust of his hips, Spider-Man drove his rigid dick up into her ass. He was somewhat careful, easing his length into her as best he could. There were a few sharp stings at first, but they quickly passed. Carol had felt worse discomfort during basic training. Within moments, his member was all the way in and he resumed fucking her.

Her world rocked again, pain mixing with pleasure to add new dimensions to the feeling. As his dick slithered inside her tight hole, he kept squeezing her breasts and kissing along her neck. Carol, despite her lower body still reeling multiple orgasms, felt the intense sensations continue. It sent her deeper into a state of drunken lust, one in which she didn’t mind sharing.

The extra tightness of her ass helped give Spider-Man him the extra push he needed to achieve another climax. After some hard thrusting, Carol heard his grunts intensify and his grip on her breast tighten. When it struck, he was every bit as _vocal_ as she’d been.

“Ohhh fuck!” he exclaimed.

Carol felt it as his cock tensed before releasing his manly load into her ass. It wasn’t quite as big as the first one, but still plenty intense. She let out a deep moan as she felt his hot fluids inside her, carrying with it that intimate feeling of connection and bliss…a feeling that reminded her just how human she was.

Now fully immersed in that feeling, Carol pulled back for a moment to withdraw Spider-Man’s cock from her ass. Then, she rolled over and smothered his lips with hers again, pulling him into another round of foreplay. He was still breathless and dazed, but every bit as engrossed in the feeling.

“Please, Spider-Man…I want more,” Carol told him.

“I’ll…need a moment,” he said, “but I’ll give…as much as you need. I promise. And a good hero keeps his promise.”

Trusting that Spider-Man was the kind of hero who kept his promises, Carol guided him into another round of foreplay. There was kissing, touching, and fondling of all kinds. The light layer of sweat that had formed on their naked bodies aided in the feeling. It wasn’t quite as desperate as earlier, but it was still more than enough.

From that point forward, Carol lost track of time, space, and the array of sex acts she and Spider-Man shared. She just remembered a steady cycle of foreplay, fucking, and multiple orgasms in between. At some point along the way, they managed to slip under the sheets of the bed. Something about that made the feeling more intimate. Even though everything about their sex was casual, devoid of any deeper affections beyond a love of pleasure, that didn’t mean it couldn’t be personal on some levels.

Under the sheets, the pace of their sex steadied. It was less frenzied and more focused, seeking to draw out the feeling rather than rush it. That was a very different approach, especially compared to how Captain Marvel did things during a mission. She wasn’t trying to be Captain Marvel, though. She was just trying to be Carol and that was enough for her. It was plenty for Spider-Man as well.

He did his part, guiding her through various positions. Sometimes she was on top. Sometimes she was on the bottom. Sometimes they were in some strange combination, but Spider-Man proved just as agile in bed as he did in a battle. He’d managed to gain an intimate knowledge of how she liked to be fucked. He learned to rub her breasts a certain way, nibble around her ear, and squeeze her hips when he was thrusting into her. It was pretty impressive, more so than most men she’d slept with. Mary Jane Watson had trained him well.

However long it lasted, and however many orgasms she had, the strength of the feeling remained. That sense of reconnecting with a part of herself that was so easy to lose while being Captain Marvel remained strong. It was something she’d come so close to losing. Having great sex on the night of her birthday was a hell of a way to ensure she’d never forget again.

_‘I can be what I need to be…a hero, a woman, an Avenger, and everything in between. I don’t have to lose sight of who I am. I can still be, feel, and live my life to the fullest.’_

By the time she had her last orgasm and Spider-Man had his, Carol felt like she’d gone multiple rounds with Thor in the training simulator. The final peak had been especially memorable. She had Spider-Man sitting in an upright position, her legs hooked around his back as she rocked her hips with his. As his face remain buried between her breasts, she dug her feet into the bed and worked her way to one last orgasm. With his hands firmly on her butt, Spider-Man made sure to join her.

“One more! Spider-Man…gonna have…one more,” she gasped, her voice barely above a whisper.

“Me too, Carol…me too,” the masked man said.

They clung to each other for dear life through the final peak. It wasn’t as theatrical or loud as when they started, but it was every bit as blissful. Hot waves of pleasure coursed through her body one more. Spider-Man’s member throbbed inside her depths once more as he released what remained of his load.

Then, with their last ounce of lust spent, they just lingered together in a naked embrace. They supported each other, keeping themselves upright. For two accomplished heroes, each with superhuman abilities, the idea of being too drained to support one another seemed so strange, yet so appropriate. For some reason, it made Carol smile, even as Spider-Man kept his head on her breasts.

“Thanks, Spider-Man. That…was the best gift I’ve gotten tonight,” said Carol.

“Better than that C-3PO AI that Tony installed on your phone?” teased Spider-Man, still catching his breath.

“Yep! Even better than that,” she said without hesitation.

They shared another laugh together as they collapsed onto the bed, their naked bodies reeling from such a vigorous sexual outlet. Now comfortably under the sheets, they finally let themselves relax into a post-coital afterglow. Carol still felt a throbbing heat between her legs, further proof that she’d filled an important need. She managed to turn over onto her side so she could face the masked man before her, remaining in his light embrace.

For a moment, she just trailed her fingers over his chest while he felt around her butt. They were simple gestures, evoking simple feelings that even those without super-powers could appreciate. Carol sensed Spider-Man appreciated those feelings more than most. For a man she didn’t know very well and annoyed a lot of other heroes, it was a remarkable feat. It was a lesson worth learning, especially if she was going to honor the title of Captain Marvel.

“It’s probably redundant at this point, but I’ll say it anyways. Happy Birthday, Carol,” said Spider-Man.

“Aww, you’re sweet,” said Carol, giving him another kiss on the cheek. “I don’t care what Spider-Woman says about you. You’re a great guy, Spidey!”

“Thanks,” he said with a smile. “Should I still worry, though? I can’t imagine she’ll feel too giddy about us having sex.”

“She’ll get over it. It may take a while, but she’ll get over it. Besides, she probably got fucked by two guys in multiple holes tonight. She’s in no position to give me crap about who I decide to have sex with.”

“I’m still going to avoid her. You know…just in case.”

“Spider-Man, _nobody_ should avoid doing the right thing for someone or enjoying it every step of the way. Being a hero doesn’t mean cutting yourself off from the things that make it so fulfilling. Whether it’s taking down Thanos or having great sex with a fellow superhero, you shouldn’t have to sacrifice one for the sake of the other.”

To further her point, Carol rolled on top of him. With her breasts pressing up against his chest and both his hands finding their way to her butt, he was in no position to contest her remarks. The wide grin on his face hinted that he got the message, loud and clear.

“You know, before I met Mary Jane, I used to think being a hero meant we couldn’t have moments like this,” he said, “moments where we step back, let go, and reconnect.”

“Yeah…sex as a way of making those moments count,” said Carol.

“ _That’s_ for sure. At the same time, though, she showed me why people like us need them…why it’s so important to hold onto.”

“Normally, talking about another woman you’re sleeping with tends to kill the afterglow. For Mary Jane Watson, however, I’ll make an exception. That woman knows how to throw a party and handle this crazy superhero world. Hell, I think it makes her even hornier.”

“If I didn’t have such _intimate_ knowledge of her horiness, I might say that’s impossible,” the masked vigilante said with a chuckle, “but it’s pretty reassuring when you think about it.”

“How do you figure?” she asked.

Spider-Man’s expression became more serious. She also felt him trail his hands up her waist until reaching her face, which he cupped. It was as if he was trying to impart into her a certain strength that he’d recently found. For someone as strong as her, that was quite a feat.

“For all the craziness people like us endure, something as simple as a good fuck can be all we need to stay grounded,” he said to her. “We can fight any battle, overcome any obstacle, and suffer terrible losses. At the end of the day, though…”

“A good fuck will keep us sane…among other things,” said Carol. “It also helps when you’re _really_ good at it.”

“Speak for yourself, Captain.”

“You’re right, though,” she told him, her voice becoming more serious as well, “and thank you for reminding me, Spider-Man. Being Captain Marvel is a hell of a responsibility. I’m still learning how to do it. It helps, though, to know I can still be Carol Danvers when I have to.”

“Believe me, I know all about responsibility,” he replied, “and from what I’ve seen in you tonight, you’ve _earned_ that title. The legacy of Captain Marvel is in good hands.”

He gave her another light kiss on the lips, as if to temper any further doubts she might have had. Those doubts might as well have been moon dust. Lying naked in a bed with Spider-Man, having celebrated her birthday and had great sex, Carol Danvers could safely say she’d laid every last reservation to rest.

As their lips parted and she laid her head on his chest, ready for some much-needed sleep, Carol felt a sense of strength she hadn’t felt since her first encounter with the Kree Magnetron. She’d spent so much of her life proving herself to others, struggling with her demons every step of the way. She was finally done proving.

_‘I am Carol Danvers. I am Captain Marvel. I’m going to fly higher, farther, and faster than any woman ever has. I dare anyone the universe to stop me!’_

* * *

**THE END**


End file.
